start a dutch bv
HOW TO START A DUTCH BV - PRIVATE LIMITED COMPANY
The BV is a legal entity that can be registered if you have a minimum share capital of 0.01 EUR, according to the Dutch Companies Act. The Dutch BV is one of the most commonly used legal entities by foreign entrepreneurs in the Netherlands.
When you decide to work with INCO, we will carefully review your situation and make sure you get personalized advice on your corporate structure, that suits your needs. The BV is a very flexible legal entity, allowing you to structure the company in various ways while protecting your company from ‘hostile takeovers’. For example, in most cases, shareholders are required to offer any shares to co-shareholders first, before they can offer the shares to ‘the market’. This is why the BV is called ‘Besloten’, which means ‘Private’.
A Dutch B.V. has a legal entity with a share capital divided into a minimum of one share.
No local director or shareholder is required to incorporate the B.V.
The B.V. can issue a variety of share classes
The shares (along with voting rights) must be issued to an individual or a legal entity.
It is possible to appoint non-resident individuals or corporate entities as a director or shareholder, which makes the Dutch B.V. a very flexible entity.
Shareholders of a Dutch B.V. are not personally liable for losses of the company in excess of the amount which must be paid into shares.
The Dutch B.V. is an excellent entity to be used as a holding or “conduit” company, due to flexible regulations towards holding companies in the Netherlands.
Remote or standard formation?
There are two ways of incorporating your business in the Netherlands. For the standard, It’s common practice to visit the Netherlands to establish the N.V, while such visit formation you will have to visit the Netherlands, which is obligatory if you wish to obtain a Dutch bank account for your business.
There is no legal requirement to open a Dutch bank account, to deposit the share capital of the company, or run the business. If you do not wish to open a Dutch bank account, you might be eligible for a remote formation, which means you will be able to register your company from your home country. Please contact us if you have any questions about what type of formation would suit your situation best.
Process & Timeline
The process of the formation of a BV depends on the type of process you select, either standard or remote as mentioned above. Below, you will find a step-by-step overview of the formation of a Dutch B.V.
This also indicates the time spent on each step, but please keep in mind that INCO is in some cases of how quickly you provide us with certain information and is sometimes dependent on government agencies or third parties that may slow down the process. However, we do know how to effectively reduce this because of the good relationships we have with these parties.
To start the incorporation of your Dutch BV we will require the following:
Your company name
The full name, date of birth, address and nationality of all directors
The full name and address of all shareholders
The company’s proposed business activities
Documents you are required to provide:
Proof of identity certified (color copy passport, national identity card, photographic driving license).
Proof of residential address, no more than 1-month-old, certified (gas/electricity bill or credit/debit card bank statement )
If you have corporate directors or shareholders then the extract of the Registrar of Companies, showing the authorized persons, must be delivered (notarised)
Rental agreement of your office or Flexi-desk. Read more about this requirement in the section step.
Shares and Share Capital
The articles of association of the BV must include transfer restrictions in respect of the transfer of shares to others other than existing shareholders, their spouses, and close relatives.
Shares in a BV may only be transferred by a deed of transfer, executed before a Dutch civil-law notary.
Where the shares of BV are all owned by one individual or one corporate entity, the company is required to inform the Trade Registry. The Trade Registry has to be notified of the name and residence of the shareholders within one week from the date that the company becomes aware of the single shareholder. In the case of multiple shareholders, these details will not be filed (or become public) at the Trade Registry.
Involvement of the public notary
The incorporation procedure of a BV requires the involvement of a Dutch public notary. Under normal circumstances, the incorporation can be done by proxy, so that personal attendance of the directors or shareholders is not required.
In this case, the proxy, as well as the passport copy, must be legalized by a local notary. We have relations with notaries in many countries in the world. We can provide you with clear instructions for your notary, on the type of legalization that will be required.
The articles will be (and must be) drafted in the Dutch language, but we will provide a translation into English/Chinese or other languages. Legalizations can be provided in English.
Minimum capital requirement for a Dutch BV
The minimum capital requirement for a Dutch BV has been abolished per 1 October 2012.
The most commonly used minimum share capital is € 100, divided into 100 shares.
The incorporation procedure of a Dutch BV
The following phases are applied to incorporate the BV:
Phase 1: Provide draft Powers of Attorney and sign off of incorporation documents
After we have processed the required information and documents (by email) we will provide you with draft articles of incorporation of the BV and the forms and documents which will need to be provided by you for completion of the incorporation.
We will provide you with these documents with the request to approve of the draft articles and to provide the other documents and forms required.
In case you will not visit our office to sign the documents or provide your original KYC documents, you will need to contact a local notary or lawyer to have the documents (and signature) verified, before sending us the documents by courier.
Phase 2: Completion of the incorporation
Upon receipt of your approval of the articles and the signed documents/forms referred to above, the BV will be incorporated within 48 hours.
Phase 3: Registration with the Chamber of Commerce
The final step of the incorporation process is the registration of the BV with the Chamber of Commerce (same day service) and the tax authorities. After the company has been registered at the Chamber of Commerce, it’s entitled to operate any activity (some activities are regulated).
Most services are allowed without an extra required business license, such as ‘production’, ‘import-export’, ‘consultancy’, and most other services (unless it's more obvious the services are regulated, such as banking, Church, University, security/detective, etc.) On average it takes about 2-3 weeks to obtain a VAT number, sometimes it just takes 1 week. No local director is required in order to obtain a VAT number.
Time frame for the incorporation of a Dutch BV
The total incorporation procedure for a Dutch BV can normally be completed in a couple of days.
For the entire procedure, including the gathering of necessary information and documentation, in our experience, you should consider a period of one to two weeks. We emphasize that an accelerated procedure is possible.
Visit Required and Know Your Client
The notary in the Netherlands, as well as INCO as an incorporation agent, is legally required to properly identify the Client, and have a clear understanding of the Client's expected company activities (and corporate structure).
This means that a personal introduction by each shareholder and director is preferred. Furthermore, we will ask the client to provide clear background details on his/her experience, and expected transactions and activities.
In theory, the formation of the company can be done remotely. This would require the involved persons to visit their local notary or embassy, to get their documents and signatures verified. This would mean the formation of the company will take several days longer.
When you plan a visit to our office in order to incorporate a company, please inform us of your visit at least 1 week in advance, because we need to check with several parties (bank, city council, notary) for availability.
Registration of the BV in the Trade Register
Upon incorporation, the BV will be registered in the Trade Register of the Chamber of Commerce.
The Chamber of Commerce keeps the Trade Register, which contains information about all BVs (and other business entities) incorporated and/or registered in the Netherlands, like statutory name, date of incorporation, registered address, name and authority of directors.
It is noted that also the name and address of 100% shareholders are included in the Trade Register. If it is not desired to disclose the identity of the shareholder, it is recommendable to arrange for shares to be held by a Dutch or foreign third party.
The information in the Trade Register is freely accessible by the public. In day to day business the Trade Register is an important source of information for possible business partners and it is common practice in the Netherlands that the Trade Register is consulted before doing business.
IMPORTANT: Our fees do not include the registration fees at the Chamber of Commerce. This invoice (€ 50) is typically addressed to the established company within one week of registration.
Deed of incorporation
Incorporation of a B.V. takes place through the execution before a Dutch Civil Law Notary of a notarial Deed of Incorporation. The Deed of Incorporation has to be executed in the Dutch language and has to contain (i) details regarding the shares issued upon incorporation, the payment on the shares (in cash or in-kind) and details regarding the incorporator(s)/shareholder(s); (ii) the appointment of the first (registered) managing directors and (optional) the first supervisory directors; and (iii) the company's Articles of Association.
It’s also required to keep a shareholders register. There is no requirement to keep a director's register. The statutory documents of the Dutch B.V therefore only include three documents:
Deed of Incorporation (which includes the Articles) (See Addendum A)
Register of Shareholders
Extract from the Trade Registry (also called a Certificate of Good Standing) (See Addendum B)
Articles of Association
The company's Articles of Association are included in the same document as the Deed of Incorporation and have to contain at least the following items:
Name of the Company
The name of the company must include the indication "Besloten vennootschap" or (most common) "BV".
Registered office ("zetel") of the company
The seat must be in the Netherlands. The company's registered office does not necessarily have to be at the same place as where the actual offices are located or business is carried out.
This is a short description of the company's anticipated activities. It is customary for Dutch companies to have relatively short and very generally worded objects clauses to avoid any claim based on ultra vires action.
The subscribed share capital and the nominal amount of each share
The share capital must be divided into shares with a nominal (or par) value. This value must be expressed in the Articles of Association. Due to new legislation, the denomination of shares does not have to be in Euros, other currencies, such as US dollars, are accepted. Different classes of shares (with different par values) may be created and included in the Articles of Association. In addition to ordinary shares, it is also possible to create other types of shares, such as preference shares (carrying financial benefits), priority shares (conferring rights of corporate control), non-voting shares and shares without a profit entitlement. Note that the minimum issued share capital for BV's of EUR 18,000 has been canceled. The share capital can be EUR 1 or even less. Generally speaking, the shares must be paid in cash or in kind.
(Optional) transfer restrictions
By law transfer restrictions with respect to the transfer of shares to others than fellow shareholders, spouses, close relatives and the company itself (third parties) are applicable. The transfer restriction by law results in the obligation of the transferring shareholder to first offer the shares to the fellow shareholders. If a transfer restriction is not required or if another substantiation of transfer restrictions is considered appropriate, these other arrangements must be included in the Articles of Association.
The deed of incorporation may stipulate that the company's first financial year is either shorter or longer than twelve months. The maximum is 24 months minus one day. This has various tax consequences and should, therefore, be discussed with a Dutch tax consultant.
Management and Supervision
The B.V. must have at least one Managing Director. There are no legal requirements regarding the number, nationality or residence of managing directors. Individuals, as well as legal entities, can be managing directors. In addition to a Board of Managing Directors, the Articles of Association may provide for (i) a Board of Supervisory Directors, or (ii) for a one-tier Board, with Executive and Non-executive Directors to supervise the Management/Executive Directors.
Legal entities may not be supervisory directors. The company's Articles of Association have to contain specific regulations regarding the absence or inability to act of all directors.
The Board of Managing Directors of the company, as such, is always authorized to represent the company towards third parties. In addition, unless otherwise provided for in the Articles of Association, the individual managing directors are also authorized to represent the company.
It is not uncommon for Articles of Association of Dutch Companies to provide that: (i) the signatures of a particular number or class of managing directors, acting together, are required to represent the company, and/or (ii) certain management decisions/actions are made subject to the prior approval of the General Meeting of Shareholders or the Board of Supervisory Directors.
There is one yearly shareholders' meeting on the approval of the annual account. Other meetings are convened as often as the Board of Directors or shareholders deem necessary. The company's Articles of Association contain specific requirements for a general meeting.
The B.V. must keep a shareholders’ register, which lists the names and addresses of all shareholders, the amount of shares they hold, and the amount paid-up on each share. The articles of association of the B.V. must include transfer restrictions in respect of the transfer of shares to others other than existing shareholders, their spouses and close relatives. Shares in a B.V. may only be transferred by deed of transfer, executed before a Dutch civil-law notary.
The housing of the company
Before the incorporation of the company, you need to consider the following matters:
Your company will require a registered agent and a registered office address* in the Netherlands, where company documents will be legally served.
The registered office must contain a shareholders’ register, listing the names and addresses of all shareholders, the number of shares they hold, and the amount paid-up on each share
In case you are planning to rent your office, even before the formation of the company, you need to make sure you provide us with the rental agreement of the office so we can register the company on this address right away. Read more about obtaining an officer.
* Please note: INCO does not provide a Registered office service.
Opening bank account
For a BV, no minimum capital requirement applies anymore, and hence, the BV does from a legal perspective no longer require a (Dutch) bank account.
During the last couple of years, banks have become more stringent with regard to the procedure for opening a bank account. It is required that the directors attend to the bank in person, identify themselves and fill out the necessary forms. We have good contacts with the major international banks in the Netherlands (like ING, ABN-AMRO, Rabobank, Deutsche Bank)) and we can coordinate this procedure for our clients.
In most cases, we can open a bank account instantly during the visit, however, this depends on the corporate structure and the nationality of the client. We also work with banks outside the Netherlands, who can offer full banking facilities, which are more familiar with international structures. As mentioned there is no legal requirement to have a Dutch bank account, and although our primary goal is to open a bank account in the Netherlands, it should be considered to have a contingency plan (such as a Swiss bank). Even if it’s just a temporary solution, especially when you are in a hurry to perform certain transactions.
The application of the relevant tax numbers
The final step of the incorporation process is the registration of the BV with the Chamber of Commerce (same day service) and the tax authorities. The company needs to be registered for its Corporate Income Taxes (CIT), as well as the Value Added Tax (VAT). On average it takes about 2-3 weeks to obtain a VAT number, sometimes it just takes 1 week (in combination with the CIT number).
The issuance of the VAT number can also depend on the corporate structure, in practice, there is more difficult for the company managed by a non-resident director to obtain the VAT Number. The tax authorities might ask questions about the type of activities and how/where they are performed. INCO can assist with the questionnaire and make sure you receive the VAT number in time.
Although you don’t need a local director to obtain a VAT number or even a bank account, it is preferred that the Company can show actual Dutch business activities. For example, the Company can show local staff members, a local warehouse, or even just local suppliers or clients the Company deals with. Download the Dutch BV factsheet here.
The Dutch B.V. (private limited company) is a very common legal entity in the Netherlands for a variety of business operations. The Dutch limited company can be registered within 1 or 2 working days and requires a minimum share capital of only 1 EUR.
In order to set up a Dutch limited company, there is no need to appoint a local director or shareholder. This means you can set up a Dutch limited company, without having any physical presence or work permit.
For most business activities, there is no need to apply for a business license, and the Dutch limited company can start it’s operations as soon as it has been incorporated by the notary, and registered at the Chamber of Commerce (Kamer van Koophandel).
A Dutch limited company can be managed, and fully owned by a corporate body, there are no restrictions to the corporate structure, as long as at least 1 director and shareholder are appointed. The Dutch BV is a very flexible legal entity, allowing you to structure the company in various ways while protecting your company from ‘hostile takeovers’. For example, in most cases, shareholders are required to offer any shares to co-shareholders first, before they can offer the shares to ‘the market’. This is why the BV is called ‘Besloten’, which means ‘Private’.
Getting started with your Dutch BV - Process & Timeline
The process of the formation of a BV depends on the type of process you select, either standard or remote as mentioned above. Below, you will find a step-by-step overview of the formation of a Dutch B.V.
Please check our detailed Company Formation Timeline, or discuss with our Incorporation officer to check your exact situation and timeline. Below you will find a handy checklist to see if you're ready to start your business.
Checklist Dutch BV Formation
You have fully discussed your corporate structure with your Incorporation officer or accountant
You have an understanding of the tax consequences of setting up the company (at least for the next 12 months, concerning salary, profit tax, and dividend tax)
You have decided on the share capital (size & amount of shares)
It has been determined if al; shareholders and directors will visit the Netherlands, or either of them will provide legalized documents
It has been decided if a Dutch bank account will be opened (if so, to keep the corporate structure simple)
Before visiting the Netherlands, or signing the formation deed remotely, you have a full understanding of the formation deed
A visit to the Netherlands is required to open a Dutch bank account, although a Dutch bank account is not legally required
In order to open a Dutch bank account, the Dutch bank might require the director to apply for a BSN/TAX ID first
Before visiting the Netherlands all meetings (city council, notary, bank) should be confirmed (by your Incorporation Officer)
Consider a Plan B, in case the Chamber of Commerce does not register your Dutch BV within 24 hours after the notary has registered the company, in case you scheduled a meeting with the bank the next day
If you don’t speak English fluently, the notary and/or bank might require you to involve a translator in the process
Bring along an English/legalized paper-based residential proof of address (this can’t be an ID or driver's license showing your address) & consider the other document requirements for your company
This checklist is meant as a general guideline, and most of these matters will be taken care of by your Incorporation Officer. There are many variables possible during the formation of a Dutch BV, which is why it’s so important to work with an experienced Incorporation Agent like INCO Business Group. If you decide to work with an online-notary to start your company, there can be many surprises, that will lead to (much) higher expenses, and frustration during your trip.
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