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A trade name (handelsnaam) is the name under which a business is run (Article 1 Dutch Trade Name Act). Under Dutch law, the right to a trade name arises from actual use, not from registration. You may not use a trade name that another business already lawfully used before you, if this is likely to confuse the public, given the nature and location of both businesses (Article 5).
What is a trade name under Dutch law?
The Dutch Trade Name Act (Handelsnaamwet) defines a trade name as the name under which a business (onderneming) is run (Article 1). In practice, it is the name on your letterhead, invoices and website, the name used to answer the phone and the name on the front of your building: the name with which the business presents itself to the outside world.
A trade name is not the same as the statutory name (statutaire naam) of a company. The articles of association of a BV state its name, which must begin or end with “Besloten Vennootschap met beperkte aansprakelijkheid” or “B.V.” (Article 2:177(1) and (2) Dutch Civil Code, DCC; for an NV Article 2:66). A BV can run its business under one or more trade names that differ from its statutory name. Its full name and its domicile must still appear clearly on its letters and other documents, except telegrams and advertisements (Article 2:186(1) DCC).
Does registering a trade name create a right to it?
No. A right to a trade name arises from actual use. The decisive question under the Trade Name Act is who lawfully used the name first (Article 5). Registration in the trade register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel, KvK) does not create a trade name right by itself. A name that is registered but never used in the business has little legal value.
Registration still matters. The owner of a business must file the business for registration in the trade register (Article 18(1) Trade Register Act 2007), and the register records its trade name or trade names (Article 9(b)). If you add or change a trade name, you must report this no later than one week after the change (Articles 19(1) and 20(2)). The registration date can also help you prove from when you used a name.
When may you not use a trade name that someone else already uses?
Trade name law does not give an exclusive right in the way trademark law does. Instead, the Trade Name Act prohibits the use of a trade name that another business already lawfully used before your business started using it, or a name that differs only slightly from it, if this is likely to cause confusion among the public between the two businesses, given the nature of both businesses and the place where they are established (Article 5). The earlier user can act against the later user on that basis.
Unlike a trademark, a trade name does not need to be distinctive: it can be descriptive. A descriptive name, however, generally gets narrower protection, because the public is less likely to be confused by two businesses that both use common descriptive words.
The place of establishment remains part of the statutory test. In practice, it carries less weight when businesses operate nationwide or online, as many do today. Protecting a brand name as a trademark is a separate route, set out in how to protect a trademark in the Netherlands.
Which other prohibitions does the Trade Name Act contain?
Besides the rule on confusion with an earlier trade name, the Trade Name Act prohibits a trade name that:
- falsely indicates that the business belongs wholly or partly to someone else, or contains a name that differs so little from that other person’s name that confusion is likely (Article 3);
- falsely indicates a legal form, for example a sole proprietorship that uses “BV” or “NV” in its trade name (Article 4(1));
- contains a trademark to which someone else is entitled, or a name that differs only slightly from that trademark, if this is likely to confuse the public about the origin of the goods (Article 5a);
- gives an incorrect impression of the business, if this is likely to mislead the public (Article 5b).
In practice, trade names often overlap with trademarks, domain names and keywords in online advertising such as Google Ads. This can lead to conflicts that need to be assessed case by case, because trade name law, trademark law and the general law of tort each have their own rules.
Can a trade name be transferred?
Yes, but only together with the business that is run under that name. A trade name passes on succession and can be transferred, but only in connection with the business (Article 2). A transfer of the name alone, without the business, is therefore not possible under the Act. Under certain circumstances, the earlier use by the predecessor can count for the acquirer, so that the acquirer keeps the “older” trade name.
How do you enforce trade name rights in the Netherlands?
If a trade name is used in breach of the Act, any interested party can ask the subdistrict court (kantonrechter) to order the user to change the name in such a way that the unlawfulness ends. This is without prejudice to a claim based on tort under Title 3 of Book 6 DCC (Article 6(1) Trade Name Act; Article 6:162 DCC). The request goes to the court of the district where the business using the name is established; appeal is possible within one month after the decision is sent (Article 6(2) and (4)). The Chamber of Commerce can also make such a request (Article 6a).
In practice, trade name disputes are often brought as tort claims, including in summary proceedings (kort geding). In a dispute under Article 5 or 5a, the preliminary relief judge can allow the defendant to continue the alleged infringement temporarily, on condition that it provides security for the claimant’s damage (Article 6b). Using a trade name in breach of the Act is also a minor offence (overtreding), punishable by a fine of the second category; for a repeat offence within two years, detention of up to fourteen days is possible (Article 7).
Frequently asked questions about trade name law in the Netherlands
What is “handelsnaam” in English?
Handelsnaam means trade name: the name under which a business is run (Article 1 Dutch Trade Name Act). It is also called a trading name or business name.
What is the difference between a trade name and a statutory name?
The statutory name is the name of the legal entity in its articles of association; for a BV it must begin or end with “B.V.” (Article 2:177 DCC). The trade name is the name under which the business is run (Article 1 Trade Name Act). A company can use one or more trade names that differ from its statutory name.
Do you have to register a trade name in the Netherlands?
The business must be filed for registration in the trade register, and the register records its trade names (Articles 18(1) and 9(b) Trade Register Act 2007). Registration does not create a trade name right, however: that right arises from actual use (Article 5 Trade Name Act).
How do you add or change a trade name?
You report the new or changed trade name to the Chamber of Commerce for registration, no later than one week after the change (Articles 19(1) and 20(2) Trade Register Act 2007). Before you start using a new name, check that it does not conflict with an earlier trade name or a trademark (Articles 5 and 5a Trade Name Act).
What can you do if someone uses your trade name?
If the use is likely to confuse the public, you can ask the subdistrict court to order a change of the name, and you can bring a claim based on tort, for example in summary proceedings (Article 6(1) Trade Name Act; Article 6:162 DCC).
Primary sources
- Dutch Trade Name Act (Handelsnaamwet): Articles 1, 2, 3, 4, 5, 5a, 5b, 6, 6a, 6b and 7
- Trade Register Act 2007 (Handelsregisterwet 2007): Articles 9, 18, 19 and 20
- Dutch Civil Code (Burgerlijk Wetboek): Articles 2:66, 2:177, 2:186 and 6:162
When should you engage a Dutch trade name lawyer?
Is your trade name possibly being infringed, may you be infringing someone else’s trade name, or are you dealing with a transfer or licence of a trade name, for example in a franchise? Feel free to contact our colleague Remko Roosjen.
