Transferring a BRL 100 certificate in a business takeover or merger

Quick answer up front

There is no published, uniform BRL 100 procedure specifically for "transferring a certificate in a takeover or merger" that we were able to find. BRL 100 is issued by several certifying bodies (Kiwa, DEKRA, SGS, ECH and Bureau Veritas appear as CIs for BRL 100), and each CI works with its own regulations and forms. What is set out in this article is therefore built up from two hard building blocks — how the Handelsregister (KVK) handles KvK numbers in a takeover/merger, and what the general Kiwa Reglement voor Certificatie prescribes about changes at the customer — supplemented with a conditional, practical assessment. Before you undertake anything, always contact your own certifying body: the exact process, the time frames and the costs may differ per CI and per type of transaction.

Why these kinds of changes matter

A BRL 100 certificate is not awarded to a brand name or to a premises, but to a legal entity (or natural person) with an associated KvK number. As soon as the legal entity behind your company changes — through a takeover, a merger or a change of legal form — the relevant question is whether the certificate automatically carries over, or whether something needs to be arranged. For the basics of what BRL 100 precisely involves, see What is BRL 100, and why does it affect your work order?.

First determine: does your KvK number change?

Whether your BRL 100 certificate is likely to simply carry on or whether action is needed depends strongly on what happens to your KvK number. According to KVK, the following distinction broadly applies.

• You generally get a new KvK number if the entire company passes into the hands of a different legal entity, a different natural person, a vof, cv or maatschap. This is the case, for example, with an assets/liabilities takeover, and generally also when you convert a sole proprietorship or vof into a bv (this is not a "conversion" in the legal sense, but the incorporation of a new legal entity).
• The KvK number stays the same in the case of a formal conversion between legal entities (KVK gives the example of an nv being converted into a bv) and in the case of a share transfer without a further change of structure — your company then effectively changes owner (the shareholder), but the legal entity itself remains the same.

In practical terms: in a share transaction (share deal) where the same bv or legal entity continues to exist, it stands to reason that the certificate simply remains linked to that same legal entity. In a merger, assets/liabilities takeover, or conversion of a sole proprietorship/vof into a bv, a different or new entity arises (legally), and it is plausible that this entity does not automatically have the certificate of the old entity. However, this is a logical inference based on how KvK registration works, not a literal BRL 100 requirement — always confirm this with your CI.

What certifying bodies expect in practice

For certification in general (so not BRL 100-specific, but illustrative nonetheless), the Kiwa Reglement voor Certificatie sets out a number of obligations that are relevant:

• The customer must inform Kiwa "without delay" of, among other things, "changes relating to legal, commercial or organisational status or ownership" and of changes in organisation and management, contact address/locations, and the scope of the business activities.
• In response, Kiwa may impose an additional assessment ("approval of changes in the organisation or processes of the Customer"), the costs of which are charged to the customer.
• If the agreement with the CI ends (for example because the certified legal entity no longer exists), certificates issued under that agreement are in principle withdrawn, unless the parties agree otherwise.

This is the general regulations of one CI, not a BRL 100-specific requirement, and other certifying bodies may apply their own regulations with different wording or time frames. But it does give a realistic picture of what you can reasonably expect: a duty to report (presumably as soon as possible, not only at the next annual check), possibly an additional assessment, and the risk that the certificate lapses if the original legal entity ceases to exist.

Practical step-by-step plan

• Map out the type of transaction: share transfer, assets/liabilities takeover, legal merger, or conversion of legal form. This determines whether your KvK number changes, and therefore how likely it is that your certificate carries over automatically.
• Contact your certifying body at an early stage — preferably as soon as the takeover or merger becomes concrete, not only after legal completion. Ask explicitly: does the certificate remain valid, is an additional assessment needed, what are the costs and the turnaround time, and which documents (KvK extract, takeover documents) do you need to supply.
• Arrange continuity of professionally competent staff. BRL 100 sets requirements for the organisation as a whole, but the underlying F-gas personal certificates of technicians (BRL 200) are tied to individuals and, in principle, simply move with those individuals.
• Transfer the refrigerant logbook and the refrigerant balance correctly, so that the new or changed legal entity has records that add up. See F-gas logbook: what needs to be in it? and Refrigerant balance — a practical guide.
• Don't underestimate the urgency. Without a valid BRL 100 certificate, work on F-gas installations may generally not be carried out legally, and the ILT can take enforcement action. See ILT fines for F-gases: risks without a valid certificate.

Why you shouldn't put this off until the annual check

At a regular BRL 100 annual check, the auditor tests whether your organisation still meets the requirements, but a takeover or merger is not a routine change that gets picked up automatically during that check. If your certifying body only finds out at the annual check that the legal entity has changed, you run the risk that work was carried out in the meantime without a valid certificate. So report changes proactively, even if you yourself think it's "probably not a problem" because it's only a share transfer.

Summary

No publicly available, BRL 100-specific procedure has been found for transferring a certificate in a takeover or merger. Based on how KvK numbers work and how certifying bodies generally handle changes at their customers, there is a real chance that a share transfer within the same legal entity goes relatively smoothly (with a duty to report), while a merger, assets/liabilities takeover or conversion from sole proprietorship/vof to bv presumably requires a new assessment or application. Confirm this on a case-by-case basis with your own certifying body — the process may differ per CI.