Most of our members choose to register a branch in the Netherlands. The process does not require the involvement of a notary, does not require the drafing of statutory documents in the Netherlands, and is much simpler to maintain (even without Dutch company formation agent). Read more about the Branch registration. 

However, the Dutch BV is a very traditional tool, still used a lot in international global structures. 

Aside from the differences, the branch registration procedure is the same as below, when it comes to customer onboarding and identification, and the registration process at the Chamber of Commerce.

To begin 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 make the Netherlands an attractive option.

Documents you are required to provide:

• Proof of identity certified(colour copy passport, national identity card, photographic driving licence).

• 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 authorised 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 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 shareholder within one week from the date that the company becomes aware of the single shareholder. In case of multiple shareholders, these details will not be filed (or become public) at the Trade Registry.

Involvement 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 for Dutch company formation will be (and must be) drafted in the Dutch language, but we will provide a translation into English/Chinese or other language. Legalisations can be provided in English.

Minimum capital requirement for a Dutch BV

The minimum capital requirement for a Dutch BV, which is a type of public company, has been abolished per 1 October 2012.
The most commonly used minimum share capital is € 100, divided into 100 shares.

The formation procedure of a Dutch BV

The following steps are applicable to incorporate the BV:

Step 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.

Step  2: Completion of the company registration

Upon receipt of your approval of the articles and the signed documents/forms referred to above, the BV will be incorporated within 48 hours. Once you approve the articles and sign the mentioned documents/forms, BV will be officially established within 48 hours.

Step 3  Registration with the Chamber of Commerce

No local director is required in order to obtain a VAT number. The final step in setting up a Dutch company is to register it with the Netherlands Chamber of Commerce and the tax authorities, and there is the possibility of same day service. Once the company is registered with the Chamber of Commerce, it is permitted to carry out various activities, although certain activities are subject to regulation. Most services can be offered without needing an additional business license, such as production, import-export, and consultancy, unless they are clearly regulated, as in the case of banking, Church, University, security, or detective services.

Obtaining a VAT number, through registering with the Dutch tax, typically takes 2-3 weeks, although in some cases it can be done in just 1 week. It is not necessary to have a local director to obtain a VAT number, but to be able to apply the reverse charge method, your firm might be required to proof the economic substance of your operations in the Netherlands.

How quickly can a Dutch BV be incorporated? The Formation Timeline!

The total incorporation procedure for a Dutch BV depends on many factors ,such as the availibility of the Dutch notary, and the ease of identification of the foreign Founders and directors.

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 for Netherlands company formation is possible. Based on our experience, we recommend allowing one to two weeks for the entire process, which includes collecting required information and documents. It's important to note that there is the option for an expedited process for forming a company in the Netherlands.

Initially, a notary is required to prepare the Deed of Incorporation. This important legal document outlines the company's structure, including its name, location, objectives, and capital. Following this, company shareholders or their legal representatives must approve the deed. If not physically present in the Netherlands, this can be achieved via a video meeting with the notary, which must be scheduled in advance. The next step involves registering the company with the Dutch Trade Register, a process that includes obtaining mandatory legalisations for the Deed of Incorporation and other documents. Obtaining these legalisations can take the most time in the company formation timeline, mainly due to the stringent procedures imposed by Dutch law to ensure corporate transparency and prevent fraud. The precise procedure and timeline can vary, making it essential for interested business owners to seek professional advice.

Company formation costs in the Netherlands

Starting a business in the Netherlands involves various costs, including notary fees and government charges. The main expense you would need to consider is the notary costs, which are estimated to be around 1500 EUR. This is a mandatory requirement as the notary is instrumental in drafting your company's deed of incorporation and ensuring that everything is done in accordance with the Dutch law. They also register the business in the trade register of the Dutch Chamber of Commerce. In addition to the notary costs, there are government fees levied for company formation. These government fees are approximately 50 EUR, marking them as a lesser yet essential part of the total formation costs. In total, the estimated expenses for company formation in the Netherlands are over 1500 EUR, depending on the specific requirements of your business and any additional services needed. It's crucial to plan these expenses into your start-up budget.

Due Dilligence Regulations in the Netherlands

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. 

The notary in the Netherlands, as well as the House of Companies as an incorporation agent, is mandated by law to accurately identify the Client and have a thorough understanding of the Client's intended company activities and corporate structure.

This necessitates a personal introduction from each shareholder and director. Additionally, the client will be required to provide detailed background information on their experience, as well as their anticipated transactions and activities.In practice, the formation of a company in the Netherlands can be conducted from a distance. 

However, this would entail the involved parties visiting their local notary or embassy to have their documents and signatures authenticated, resulting in a lengthier formation process for the company.

If you are planning to visit our office for the purpose of incorporating a company, please notify us of your visit at least 1 week in advance, as we will need to coordinate with various parties (bank, city council, notary) for availability.

Registration of the BV in the Trade Register (KamervanKoophandel.nl)

The information in the Dutch Business Register is freely accessible by the public for activities in the Netherlands.

 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. After being established, the BV will be listed in the Trade register of the Chamber of Commerce.

The Chamber of Commerce maintains the Trade Register, which includes details of all BVs (and other businesses) established and/or registered in the Netherlands, such as legal name, date of establishment, registered address, and names and powers of directors.
It should be noted that the Trade Register also includes the names and addresses of 100% shareholders. If a shareholder's identity is not to be disclosed, it is advisable to have the shares held by a Dutch or foreign third party.

The information in the Dutch Business Register is publicly available for activities in the Netherlands. The Trade Register is an important source of information for potential business partners in day-to-day operations, and it is standard practice in the Netherlands to consult the Trade Register before engaging in business.  Additionally, the Trade Register is used by the tax authorities, legal authorities, and other government agencies for verification purposes. It is also used by banks and financial institutions for due diligence and risk assessment when dealing with businesses.

It is important for businesses to ensure that the information in the Trade Register is up to date and accurate, as any discrepancies or inaccuracies could lead to legal and financial consequences. Changes to business details, such as changes in directors or registered addresses, must be promptly reported to the Chamber of Commerce to ensure the Trade Register remains current.

In summary, the Trade Register maintained by the Chamber of Commerce in the Netherlands is a crucial tool for business transparency and verification. It provides essential information for business partners, government authorities, and financial institutions, and it is essential for businesses to keep their details up to date to avoid any potential issues.

IMPORTANT: Our fees do not include the registration fees at the Chamber of Commerce in the Netherlands. This invoice (€ 100) is addressed to the established company within one week of registration. 

Company Documents prepared by the Notary

Deed of incorporation

Establishing any Dutch legal entity involves the execution of a notarial Deed of Incorporation before a Dutch Civil Law Notary. The Deed of Incorporation must be in Dutch and must include

(i) information about the shares issued during incorporation, the payment for the shares (in cash or in kind), and details about the incorporator(s)/shareholder(s);

(ii) the appointment of the first (registered) managing directors and optionally, the first supervisory directors; and

(iii) the company's Articles of Association.

Additionally, maintaining a shareholders register is mandatory, while keeping a directors register is not. The essential statutory documents for a Dutch B.V. are the Deed of Incorporation (which includes the Articles), the Register of Shareholders, and the Extract from the Trade Registry (also known as a Certificate of Good Standing).  

The Deed of Incorporation is the official document that establishes the company and includes important information such as the company's name, address, purpose, and the names of the shareholders. The Articles outline the internal rules and regulations of the company.

The Register of Shareholders is a document that contains the details of all the company's shareholders, including their names, addresses, and the number of shares they own.
The Extract from the Trade Registry, or Certificate of Good Standing, is a document that proves the company is registered and in good standing with the Dutch Chamber of Commerce.

In addition to these essential documents, a Dutch B.V. may also need to maintain other records and documents as required by law. It is important for companies to stay up to date with their record-keeping obligations to ensure compliance with the law.

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:

1. The name of the company
2. The registered office address of the company
3. The objects and powers of the company
4. The types and classes of shares that the company is authorized to issue
5. The rights, privileges, restrictions, and conditions attached to each class of shares
6. The rules and regulations for the management and operation of the company in the Netherlands must be followed.
7. The procedure for appointing and removing directors
8. The procedure for calling and conducting general meetings of the company
9. The procedure for declaring and paying dividends
10. The procedure for winding up the company
These are the basic items that must be included in the Articles of Association when a company in the Netherlands may form. Additional provisions can also be included as long as they do not conflict with the requirements of the law.

Name of the Company

The name of the company must include the indication "Besloten vennootschap" or (most common) "BV".

Registered office ("seat") 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.

Objects clause

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 share capital 

Generally speaking the shares must be paid up in cash or in kind. The capital stock needs to be divided into shares with a fixed value, which should be specified in the company's bylaws. As a result of recent laws, shares can now be denominated in currencies other than Euros, such as US dollars. Various categories of shares, each with different fixed values, can be established and outlined in the company's bylaws. In addition to common shares, it is also possible to create other types of shares, such as preferred shares (entitling holders to financial advantages), priority shares (granting control rights), non-voting shares, and shares with no profit entitlement. It is important to note that the minimum required capital of EUR 18,000 for BV's has been removed, allowing for a capital stock of EUR 1 or less. In general, shares must be paid for in cash or in assets.

(Optional) transfer restrictions

According to the law, limitations on transferring shares to anyone other than fellow shareholders, spouses, close relatives, and the company itself (third parties) must be followed. This legal transfer restriction means that the shareholder looking to transfer shares must first give the fellow shareholders the opportunity to buy them. If there is no need for a transfer restriction or if another form of restriction is deemed suitable, these alternative arrangements must be documented in the Articles of Association.

Financial year

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 for a company in the Dutch business scene and should therefore be discussed with a Dutch tax consultant.

The Board

The B.V. should have a minimum of one Managing Director. There are no legal mandates concerning the quantity, nationality, or residency of managing directors. Both individuals and legal entities are eligible to be managing directors during the formation of a Netherlands company. 

Apart from a Managing Directors' Board, the company's Articles of Association may also include provisions for either a Supervisory Directors' Board or a one-tier Board comprising Executive and Non-executive Directors to oversee the Management/Executive Directors.

Legal entities are ineligible to serve as supervisory directors. The Articles of Association must include specific rules regarding the absence or incapacity of all directors.
The company's Managing Directors' Board always holds the authority to represent the company in dealings with external parties. Additionally, unless stipulated otherwise in the Articles of Association, the individual managing directors also have the authority 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.

Shareholders' meetings

There is one yearly shareholders' meeting on the approval of the annual account. Other meetings in an existing company in the Netherlands must be 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 yearly shareholders' meeting is typically held to approve the company's annual accounts and to discuss any other relevant matters related to the company's performance. This meeting is a crucial event for shareholders as it provides them with the opportunity to review the company's financial performance and make decisions on important matters that affect the company's future.

In addition to the yearly meeting, other meetings can be convened as necessary by the Board of Directors or by the shareholders. 

These meetings may be called to address specific issues such as changes in company management, major business decisions, or significant financial matters.

The company's Articles of Association, which are its governing documents, often contain specific rules and requirements for holding general meetings. These rules may outline the procedures for calling a meeting, setting the agenda, voting requirements, and other important details related to the conduct of the meeting.

Overall, general meetings are a fundamental part of a company's corporate governance structure, as they provide shareholders with the opportunity to exercise their rights, make important decisions, and oversee the company's management and performance.

Register of Shareholders

Shares in a B.V. may only be transferred by deed of transfer, executed before a Dutch civil-law notary. It is mandatory for the B.V. to maintain a registry of shareholders, containing the names and locations of all shareholders, their shareholding amounts, and the paid-up value of each share.
The B.V.'s articles of association must include limitations on the transfer of shares to individuals who are not existing shareholders, their spouses, or close relatives.
Shares in a B.V. can only be transferred through a transfer deed, which must be signed in the presence of a Dutch civil-law notary.uted before a Dutch civil-law notary.