Start a Dutch BV
What is a private limited company or bv?
A Dutch Private Limited Company, commonly referred to as a BV, is a legal entity similar to an LLC in the United States.
A private limited company is a type of business structure where the company's shares are owned by a select group of individuals or institutions and are not publicly traded. In the Netherlands, this type of company is known as a "besloten vennootschap" or BV.
This legal structure offers limited liability to its shareholders, meaning their personal assets are not at risk in the event of company debt or legal action.
The shareholders' liability is limited to the amount they have invested in the company. A BV also has a separate legal identity from its owners, allowing the business to enter into contracts, own property, and take legal action in its own name.
This corporate structure is particularly appealing to business owners looking to protect their personal assets while enjoying the benefits of operating within the European Union. A BV is characterized by its flexibility, allowing various forms of shareholding and employee participation plans, making it a versatile option for various business types.
Setting up a BV requires meeting certain legal and financial requirements, including drafting articles of association, appointing a director, and providing a minimum share capital of at least 0.01 euro. This business structure is popular among entrepreneurs in the Netherlands due to its flexibility and limited liability protection.
The BV structure includes shareholders, a board of directors, and possibly a supervisory board, depending on the company's size and requirements. Shareholders hold shares that are not publicly traded, ensuring more control over ownership and business operations. This closed structure also aids in maintaining confidentiality and protects business strategies from competitors. It is essential to understand the specifics of a Dutch BV to leverage its advantages fully and comply with local regulations effectively.
Incorporation process in the Netherlands
It has never been required to visit the Dutch notary in person to incorporate your Dutch business. But since the Covid-19 outbreak, Dutch notaries have embraced Video Calling, to allow entrepreneurs to start a Dutch BV without even leaving the house!
It’s common practice to visit the Netherlands to establish the B.V, which will also allow you to obtain a Dutch bank account for your business.
But since there is no legal requirement to open a Dutch bank account, and Dutch banks have become more reluctant to open bank accounts for so-called ‘non-resident’ companies, it is becoming more popular to start the Dutch BV without visiting the Netherlands.
In case you need a bank account for your Dutch company, you can consider to open an account with an EMI (Electronic Money Institution) such as Transferwise, or to open a bank account in your (overseas) home country.
Why Choose a Dutch BV for Your Business?
Company formation of a limited liability company (BV) in the Netherlands offers numerous advantages for business owners.
By incorporating a BV, entrepreneurs are not personally liable for the company's debts, making it a safe choice. Additionally, a Dutch BV requires no minimum share capital since 2012, simplifying the process and cost of starting your business. With the option to sign a power of attorney, you can manage your business affairs without always needing to travel to the Netherlands.
One of the significant advantages of a Dutch BV is the limited liability it offers to its shareholders, as personal assets are protected from business liabilities. The incorporation process is swift and cost-effective, especially compared to other European countries, which makes it an attractive option for expanding international companies. Additionally, the Netherlands boasts a favorable tax treaty network, minimizing the risk of double taxation and providing numerous fiscal benefits.
The country’s robust infrastructure, strategic location, and highly skilled workforce further enhance the business environment, making it ideal for establishing and growing a business.
Another key advantage is the flexibility in capital structure and shareholder arrangements. There is no minimum capital requirement, making it accessible for startups and small businesses.
The Dutch legal system also supports a flexible internal governance structure, allowing companies to tailor their management according to their specific needs. Moreover, the Netherlands offers excellent trade facilities and logistics infrastructure, which are critical for businesses involved in international trade. Combining these factors, a Dutch BV becomes a highly advantageous and strategic choice for both local and foreign entrepreneurs.
If a full BV setup seems extensive, consider establishing a branch office as an alternative, which provides similar benefits without forming a separate company in the Netherlands. The Dutch business environment is enhanced by a strong business structure, particularly with its flexible private limited liability company (BV or Besloten Vennootschap). To incorporate a BV, it is mandatory to have a registered address in the Netherlands and comply with company law.
Starting a BV (start a BV), or even a BV without a minimum capital requirement, is part of streamlined company formation in the Netherlands. The BV in oprichting (BV under formation) stage allows entrepreneurs to act on behalf of the company before full establishment. The private company with limited liability is a preferred dutch business structure due to its distinct separation between personal assets and business liabilities.
Company registration for a Dutch limited liability company is straightforward, making it accessible for those who live in the Netherlands and abroad.
Incorporating a BV also allows business owners to leverage dutch insurances and pension systems, which are recognized for their quality. Understanding tax in the Netherlands is crucial and the BV may benefit from various local tax treaties and agreements. Dealing with banks in the Netherlands is usually smooth, thanks to their familiarity with Dutch companies and supporting various financial services required by a dutch business structure.
How long does it take to start a Dutch BV?
It takes about 2 days to start a Dutch BV. However the exact time frame depends on the availability of the Dutch notary, and how quickly you can handover the correct (signed) documentation.
Once you decide to start a Dutch BV, and instruct a notary in the Netherlands, it takes about 1-2 days to obtain the draft of the Formation Deed. In case you are not familiar with the Dutch notary yet, you might first need to discuss the fees.
Once the notary has provided you with the draft formation deed, you can aslo schedule a meeting, or the Video Call, to deal with the identification requirements, and the signing of the formation deed (which must be done by all shareholders).
If any shareholder is not available to join the meeting or Video Call, then he can issue a Power of Attorney (legalised with apostille) in which he authorises the DUtch notary, to sign the Formation Deed in his behalf.
In general, it takes about 2 working days to obtain a quote from the notary. In some cases, you might get the quote instantly, but for global entrepreneurs this is not likely. Any standard rates which might be mentioned on the website of the notary, typically do not apply for ‘non- residents’ (due to extra Due Diligence background research requirements).
The step-by-step overview (request download via banner above) also indicates the time spent on each step, but please keep in mind that the availability and schedule of the Dutch notary is important to consider.
Initial Requirements and Preparations
Establishing a Dutch BV involves several preliminary steps, starting with choosing a unique company name that complies with Dutch naming conventions. Conducting a name check with the Dutch Chamber of Commerce ensures the chosen name is not already in use by another entity. The next essential step is drafting the Articles of Association, which outline the company’s purpose, share distribution, and internal regulations.
Prospective shareholders need to decide on the share capital and obtain necessary documents like identification proofs. Understanding and fulfilling these initial requirements streamline the incorporation process and avoids potential delays.
The Role of a Notary in the Incorporation Process
The involvement of a Dutch notary is mandatory in the incorporation process of a BV.
The notary is responsible for drafting the Deed of Incorporation, which legally establishes the company. This document includes the Articles of Association and other essential information such as the shareholders' details. The notary's role also includes verifying the identity of the shareholders and ensuring all legal requirements are met. This legal assurance protects the shareholders' interests and ensures that the company's formation complies with Dutch law. Engaging a reputable notary can simplify the process and provide valuable legal guidance.
During the incorporation meeting, the notary also assists in formalizing the appointment of the board of directors and oversees the signing of all necessary documents. This step is crucial as the Deed of Incorporation must be signed in the presence of the notary.
The notary then registers the deed with the Dutch Chamber of Commerce, officially recognizing the company.
Register your new Dutch company with the Dutch Business Register and Dutch Tax Administration
If you have recently started a new company in the Netherlands, it is important to ensure that you are properly registered with the Dutch Business Register and the Dutch Tax Administration.
The Dutch Business Register, also known as the Handelsregister, is a central register where all businesses in the Netherlands must be registered. This includes sole proprietorships, partnerships, and private limited companies.
Registering with the Handelsregister is a statutory requirement and failure to do so can result in fines or other penalties. The registration process can be completed online through the website of the Dutch Chamber of Commerce, making it a relatively straightforward process. In addition to registering with the Business Register, it is also necessary to register with the Dutch Tax Administration, known as the Belastingdienst.
Once the Deed of Incorporation is executed, the next step is registering the BV with the Dutch Chamber of Commerce (KvK). This registration process involves submitting the Deed of Incorporation along with additional documents like shareholder details and proof of identity. The KvK assigns the company a unique registration number, which is essential for all business operations, including opening a bank account and settling taxes.
This registration is essential for fulfilling tax obligations and receiving important information about tax regulations and deadlines. The Dutch Tax Administration will issue a unique tax identification number, known as the Burgerservicenummer (BSN), which is required for all business transactions in the Netherlands.
Registering with both the Dutch Business Register and the Dutch Tax Administration is an important step in the establishment of your new business, and ensures that you are in compliance with Dutch regulations.
The registration process also involves an assessment of the company's intended activities to classify it under the appropriate industry codes. These codes are crucial for determining the company's obligations concerning Dutch regulations and industry-specific requirements. Once registered, the company receives a KvK number, which is obligatory for numerous administrative processes, including VAT registration with Dutch tax authorities.
Completing the registration with the Dutch Chamber of Commerce is a vital step in legally establishing a BV and enables it to commence business operations lawfully within the Netherlands.
Changing the legal structure of a Dutch BV
When changing the business structure of a Dutch BV, there are several key components that may need to be addressed. One important aspect to consider is the change of director. This may occur if the current director steps down and a new individual takes over the role, or if there is a change in the board of directors.
In this case, the necessary paperwork and legal formalities must be completed to ensure the smooth transition of authority within the company. Additionally, a change of address may also be necessary if the company moves to a new location. This will involve updating official documents and notifying relevant authorities of the new address. Another potential change is the change of shareholder, which may occur if a shareholder sells their shares or new investors come on board.
This will require a transfer of ownership and the necessary legal documentation to reflect the change in ownership structure. Furthermore, a change of company name may also be undertaken, which involves officially registering the new name with the Chamber of Commerce and updating all relevant legal documents and contracts.
Finally, a change of share capital may also be necessary if the company decides to increase or decrease its share capital. This may involve obtaining shareholder approval and filing the appropriate paperwork with the relevant authorities.
Checklist Dutch BV Formation
You have full understanding of the corporate structure and 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 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 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 a 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. There are many variables possible during the formation of a Dutch BV.
Process of Setting up a bv in a few steps for global entrepreneurs
Setting up a BV (Besloten Vennootschap) in the Netherlands is a straightforward process that can be completed in just a few steps, making it an attractive option for global entrepreneurs looking to establish a presence in Europe. The first step in setting up a BV is to choose a unique company name and have it approved by the Chamber of Commerce. Once the name is approved, the next step is to draft the articles of association and have them notarized by a qualified notary.
This essential legal step provides the BV with a legal framework for its operation and management, ensuring that all stakeholders understand their rights and responsibilities within the company. Notarization also adds an extra layer of legitimacy to the business, which is crucial for attracting investors and conducting business with other companies. With the rise of remote incorporation services, entrepreneurs can now complete the entire process of setting up a BV from anywhere in the world, saving time and money on travel expenses.
After the articles of association are notarized, the next step is to gather the necessary Know Your Customer (KYC) documents, such as passports and proof of address, and have them legalized with an Apostille. Legalization with an Apostille is a process by which the signatures and seals on official documents are authenticated for use in foreign countries, making them valid and legally recognized. Once all the necessary documents are prepared and legalized, they can be submitted to the Chamber of Commerce, along with the notarized articles of association, to officially register the BV and obtain a registration number.
After the registration is complete, the BV can begin operating and conducting business in the Netherlands and beyond, benefitting from the country's strategic location, excellent infrastructure, and favorable business climate. Overall, the process of setting up a BV for global entrepreneurs involves choosing a unique company name, notarizing the articles of association, gathering and legalizing KYC documents with an Apostille, and finally registering the company with the Chamber of Commerce, allowing for a smooth and efficient entry into the European market.
Select a Notary in the Netherlands
House of Companies has no partnerships with Dutch notaries, and we do not suggest any specific notary firm. House of Companies does not provide any services or support, concerning the formation of your Dutch BV. The Dutch notaries are highly regulated, and you find find more about the tasks and act of the notary here: https://www.knb.nl/english/the-notary
The KNB is the official ‘Royal Dutch Association of Civil-law Notaries’ and draws up its own rules that Dutch notaries must comply with. The KNB manages an online register in which all notaries in the Netherlands are listed, the Notary Register. Alternatively, you can try this list of Dutch notaries.
What you need to set up a Dutch company!
In order to set up a Dutch company, there are several key requirements that need to be met. First and foremost, you will need to choose a suitable business structure, such as a sole proprietorship, partnership, or a private limited company (BV).
Then, you will need to register the company with the Dutch Trade Register and obtain a Chamber of Commerce (KVK) number. Additionally, a business bank account will need to be opened in the company's name, and a minimum share capital of €0.01 for a BV will need to be deposited. It is also important to draft the company's articles of association and have them notarized.
Depending on the type of business, certain permits or licenses may be required.
Furthermore, it is essential to arrange for the company's tax registration with the Dutch Tax and Customs Administration. Finally, it is highly recommended to seek the advice of a legal or financial professional to ensure that all legal and financial aspects of setting up a company in the Netherlands are properly addressed.
Dutch company address legal requirement for global entrepreneurs
For global entrepreneurs looking to establish a presence in the Netherlands, it is essential to understand the legal requirements for company addresses. The Dutch Chamber of Commerce mandates that all companies operating within the country must have a registered business address. This address is used for official correspondence, and failure to comply with this requirement can result in penalties or even the dissolution of the company.
However, for international entrepreneurs who may not have a physical presence in the Netherlands, there are alternative solutions available. Many companies offer virtual office services that provide a professional business address for registration purposes, along with mail forwarding and other administrative support. This allows global entrepreneurs to fulfill the legal requirement for a Dutch company address without the need for a physical office location. By utilizing these services, international businesses can ensure compliance with Dutch regulations while maintaining flexibility and cost-effectiveness in their operations. Overall, understanding and fulfilling the legal requirements for company addresses is crucial for global entrepreneurs looking to establish and maintain a successful business in the Netherlands.
What you don’t need to set up a dutch company!
When setting up a Dutch company, there are several things that you don’t need to worry about. First, there is no requirement for a local shareholder to be involved in the company. This means that foreign investors can have full ownership of their Dutch company without needing to involve a local partner. Similarly, there is no need to appoint a local director for the company. Any corporate body can be appointed as the director of a Dutch company, allowing for flexibility and ease of management. Additionally, there are no restrictions for non-EU nationals looking to establish a company in the Netherlands. This means that people from outside of the EU can also set up companies in the country without facing additional barriers or limitations. These factors make the process of setting up a Dutch company more accessible and appealing to international investors and entrepreneurs. With the ability to have full ownership, appoint any corporate body as a director, and lack of restrictions for non-EU nationals, the Netherlands offers a welcoming environment for foreign businesses to establish themselves and thrive in the Dutch market.
The flex BV in the Netherlands; What is it?
The flex BV in the Netherlands is a flexible form of a private limited liability company (BV) that was introduced in 2012. The flex BV structure was created to make it easier for entrepreneurs to set up and manage their businesses in the Netherlands.
One of the key features of the flex BV is the low share capital requirement, which has been reduced from €18,000 to just €1. This makes it more accessible for small businesses and startups to establish themselves as a BV. Another important aspect of the flex BV is its flexibility in terms of corporate governance and shareholder rights. This allows for a more customizable approach to setting up and managing the company, which is more comparable with the UK Limited company structure. The introduction of the flex BV has been well received by entrepreneurs and has led to an increase in the number of BVs being established in the Netherlands.
Overall, the flex BV provides a more modern and adaptable framework for businesses to operate within the Dutch legal system, making it a popular choice for both local and international entrepreneurs looking to establish a presence in the Netherlands.
Uses of a BV company in the Netherlands
A Besloten Vennootschap (BV) company in the Netherlands has a range of uses for businesses looking to establish a presence in the country.
One common use of a BV company is for e-commerce businesses looking to operate in the Netherlands. With its strategic location and strong infrastructure, the Netherlands is a prime location for companies looking to expand their e-commerce operations into Europe. A BV company can also be used for import and export activities, taking advantage of the Netherlands' position as a major hub for global trade.
Additionally, a BV company can be established as a holding company, providing a favorable tax environment for businesses looking to centralize their financial operations in the country. Furthermore, Dutch BV companies can also be a beneficial tool for businesses looking to relocate staff to the Netherlands.
Whether it's a temporary secondment or a permanent move, having a registered BV company can help facilitate the process of relocating staff by providing a legal entity in the country. This can be particularly useful for multinational companies looking to establish a presence in the Netherlands or for companies looking to transfer staff from abroad.
Whether it's for facilitating e-commerce operations, managing import and export activities, centralizing financial operations through a holding company, or facilitating the relocation of staff, a BV company offers a flexible and advantageous option for businesses looking to operate in the Netherlands.
Opening a bank account for a Dutch BV
When opening a bank account for a Dutch BV, there are a few options to consider. Traditionally, many businesses have relied on retail banks for their banking needs.
However, there is another option available called Electronic Money Institutions (EMIs). EMIs are financial institutions that are licensed to provide banking services such as issuing debit cards, transferring money, and facilitating electronic payments. One of the advantages of using an EMI is that it can often be easier and faster to open an account compared to traditional retail banks.
Additionally, EMIs may offer more competitive rates and lower fees for certain services. Another benefit of using an EMI is that they typically do not require a local bank account for the BV, making it a more flexible option for businesses operating internationally.
Differences between the Dutch BV and the Dutch NV (Joint Stock)
In the Netherlands, there are two main types of business entities: the Besloten Vennootschap (BV) and the Naamloze Vennootschap (NV). While both are limited liability entities, there are several key differences between the two. The BV is more commonly used for small to medium-sized businesses, offering more flexibility and less stringent regulations compared to the NV. BVs are required to have at least one shareholder and one director, and their shares are not freely transferable.
On the other hand, NVs are typically used for larger businesses and are subject to stricter regulations. NVs are required to have a minimum share capital of €45,000 and have a more formal corporate structure, with a mandatory two-tier board system. Additionally, NV shares are freely transferable on the stock exchange. Understanding these differences is crucial for entrepreneurs looking to establish a business in the Netherlands.
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The costs of setting up a BV
The costs of setting up a BV
The costs related to the set up of a Dutch BV are approximately 400 -750 EUR. In case you are a non-resident entrepreneur, you should consider total costs of about 1.500 EUR.
The costs mainly consist of notary charges, plus a fee of 50 EUR which is charged by the Chamber of Commerce after registration of the BV.
Online formation websites, such as ligo.nl, or firm24.com are known to cause delays for global entrepreneurs, since they are mainly focused on Dutch residents. Global entrepreneurs typically require more attention, and non-standard statutory documents. Ideally, you would deal directly with the Dutch notary. Many Dutch notaries have English websites, and some of them list their prices, even for non-residents, on their website.
Setting up a Dutch BV involves various costs, including notary fees, Chamber of Commerce fees, and potentially agent fees. Notary fees are incurred for the drafting of the deeds required to establish the BV, as well as for any legal advice and assistance provided during the process. The exact amount of notary fees can vary depending on the complexity of the BV's structure and the services provided by the notary. Additionally, there are fees associated with registering the BV at the Chamber of Commerce, which also vary depending on the company's activities and structure. These fees cover the administrative costs of processing the registration and ensuring the company's compliance with legal requirements. Optionally, businesses may also choose to enlist the services of an agent to assist with the setup of their BV, which could incur additional fees. Agent fees can cover a range of services, including tax advice, business registration assistance, and ongoing support in navigating Dutch business regulations. While the costs of setting up a Dutch BV can add up, proper planning and due diligence can help businesses manage these expenses and ensure a smooth and compliant establishment process.
Relevant Taxes for the Dutch BV
Dutch limited companies, such as the BV, pay corporate taxes on an annual basis. Based on the Financial Statements, which must be prepared within 5 months of the end of the (first) book year, it will file its corporate tax return. Our Entity Management portal provides a tutorial on how to file your corporate tax return yourself, especially if your Dutch company had only few transactions, this should be a simple process.
In the Netherlands, private limited companies are subject to corporate tax, which is currently set at a rate of 15%-25% depending on the company's profits. This tax is levied on the company's worldwide income, including its domestic and foreign subsidiaries. Along with corporate tax, there is also a withholding tax on dividends, interest, and royalties paid to non-resident entities, though the rates may vary based on bilateral tax treaties.
The Dutch corporate tax system is known for its clarity and favorable rates, making it an attractive location for setting up a BV. Dutch corporate income tax is levied on the profits of the BV at a progressive rate, with lower rates applied to lower profit brackets. Besides regular corporate tax, dividends distributed to shareholders are also subject to dividend withholding tax. Depending on applicable tax treaties, the withholding tax rate may be reduced, making the distribution of profits more tax-efficient. Understanding the implications of these taxes and planning accordingly is crucial for optimizing the financial performance of a Dutch BV.
Strategic tax planning can significantly influence the overall profitability of the company, ensuring that tax liabilities are managed effectively. The Netherlands offers numerous tax incentives and deductions, such as the participation exemption, which helps in reducing the tax burden on qualifying income.
Additionally, Double Taxation Agreements (DTAs) with numerous countries prevent double taxation, facilitating smoother international operations. Engaging with tax advisors proficient in Dutch tax laws can assist in maximizing these benefits and maintaining compliance with local and international tax obligations. Effective tax management thus becomes an instrumental factor in the financial strategy of a Dutch BV.
Private limited companies in the Netherlands may also have no VAT obligation if their turnover is below a certain threshold, which is currently set at €20,000. However, if a company's turnover exceeds this threshold, it is required to register for VAT and file periodic returns. Additionally, private limited companies in the Netherlands are required to file their annual corporate tax return within 6 months after the end of the book year.
This return should include the company's financial statements, as well as additional documentation and information related to the company's activities and transactions. It is worth noting that the tax landscape in the Netherlands is complex and constantly evolving, thus it is advisable for private limited companies to seek professional advice from House of Companies.
By understanding and fulfilling these tax obligations, private limited companies can effectively manage their tax liabilities and maintain good standing with the authorities, while also maximizing their tax efficiency and optimizing their financial performance.
The corporate tax rate in the Netherlands is 19% upto 200.000 EUR in profits (2024). Above 200.000 EUR, the corporate tax rate is 25,8%.
Only companies that have their actual operations (or management & control) in the Netherlands, pay corporate tax in the Netherlands. If so, they pay on their worldwide income.
A Dutch BV only pays corporate taxes, if it made a profit.
If a Dutch BV has made a profit, and paid it’s corporate taxes, it might be planning to pay out the remaining of his profits as dividends. Such dividend payments are typically also taxed with a so-called withholding tax on dividends. This is not always the case, for example in case of dividends payments to European corporate shareholders. In some cases the withholding tax (standard rate of 15%) is lowered by an applicable Tax Treaty.
If a Dutch company is operational, and provides goods or services, it might also be required to register for VAT. In such case its required to charge 21% (or 9%) VAT on certain type of transactions.
Only if a Dutch company is planning to employ staff, it should register as an Employer. In such case, its required to withholding wage tax, and social contributions on the gross salary of the employee.
Registering with Dutch Tax Authorities
Registering the BV with the Dutch tax authorities is a critical step to ensure compliance with local tax laws.
Once the BV is registered with the Dutch Chamber of Commerce, the tax authorities are automatically notified, though additional registration might be required for specific tax obligations, such as Value Added Tax (VAT). This involves submitting detailed company information and acquiring a VAT identification number, essential for business transactions within the European Union. Proper registration with the tax authorities enables the company to fulfill its tax obligations, including corporate income tax filings, VAT returns, and other fiscal reports, thereby maintaining legal compliance and avoiding penalties.
Moreover, registration with tax authorities provides access to various tax benefits and reliefs offered by the Dutch government to stimulate business activities and economic growth. Companies can benefit from tax credits, allowances, and special schemes designed for particular industries or regions. Regular interactions with the tax office, staying updated with changes in tax regulations, and filing accurate returns are essential practices.
Businesses may also need to register for payroll tax if they employ staff in the Netherlands. Comprehensive tax registration ensures that the BV can operate smoothly, leveraging all available incentives and maintaining robust financial health.
Annual Financial Reporting
Annual financial reporting is a statutory obligation for Dutch BVs, ensuring transparency and accountability in business practices.
The financial statements must adhere to Dutch Generally Accepted Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS) and include detailed reports on the company’s financial performance, balance sheet, income statement, and cash flow statement.
These reports must be filed annually with the Dutch Chamber of Commerce, making them accessible to the public and stakeholders.
Timely and accurate financial reporting not only fulfills legal requirements but also builds trust with investors, partners, and regulatory bodies, enhancing the company's reputation and credibility.
In addition to financial statements, companies may need to submit other reports, such as a director’s report, auditor’s report, and notes to the financial statements.
These documents provide detailed insights into management's performance and business operations, ensuring a comprehensive overview of the company’s financial health.
Required Information to Start the Dutch BV
To prepare the formation of your Dutch BV the Dutch notary will require the following:
The desired company name (a second alternative is also suggested)
The full name, date of birth, address and nationality of all directors
The full name, date of birth, and address of all shareholders
The company’s proposed business activities
The (Dutch) address where the Dutch company will be based (or will use a registered office service) (a rental agreement, or permission letter must be made available to the notary)
An overview of the organisational chart, in case corporate shareholders or directors are involved (each ultimate shareholder owning more than 25% of the shares must be included)
You can prepare an email, and send it to the Dutch notary that you like to work with. It might be suggested to establish contact first, and obtain a price overview, before sending the full instruction. Find the contact details of the Dutch notaries in our Dashboard.
Corporate Support you need to consider for Dutch BV's
When operating a Dutch BV (Besloten Vennootschap), it is important to consider corporate support services to ensure smooth and compliant operations. One crucial aspect to consider is the compliance calendar, which helps in keeping track of important deadlines for annual filings, tax payments, and other regulatory requirements. Engaging corporate support services can help in managing the compliance calendar efficiently, ensuring that all deadlines are met without any delays or penalties.
Furthermore, companies may need to make changes to their corporate structure as they grow and evolve. This could include issues such as adding new shareholders, changing the company's articles of association, or transferring shares.
Corporate support services can provide guidance and assistance in navigating the legal and administrative processes involved in making such changes, helping to ensure that they are carried out in accordance with Dutch corporate law and regulations.
In addition, tax filing notifications are a critical aspect of running a Dutch BV. Companies must ensure that they are aware of all tax filing deadlines and requirements to avoid penalties and maintain good standing with the tax authorities. Corporate support services can assist in managing tax filing notifications, ensuring that all necessary documentation is prepared and submitted in a timely manner. They can also provide expert advice on tax planning and optimization, helping companies to mitigate their tax liabilities while remaining compliant with Dutch tax laws.
Engaging corporate support services for a Dutch BV can provide a range of benefits, including peace of mind, operational efficiency, and risk mitigation.
Liability for overseas directors in a Dutch company
Liability for overseas directors in a Dutch company can be a complex issue that requires careful navigation of Dutch corporate law. Under Dutch law, directors of a company can be held personally liable for damages if they act negligently, fraudulently, or unlawfully in the performance of their duties.
This means that overseas directors of a Dutch company must ensure that they are fully aware of their legal obligations and responsibilities under Dutch law, as well as any potential liabilities they may face. It is important for overseas directors to understand the legal and regulatory framework in the Netherlands, including the specific duties and responsibilities of directors, as well as the potential consequences of breaching those duties. Additionally, overseas directors should be aware of any specific provisions in the company's articles of association or shareholder agreements that may impact their liability. Seeking legal advice from a qualified Dutch corporate attorney can be essential in ensuring that overseas directors fully understand their legal obligations and liabilities in the context of a Dutch company.
Furthermore, overseas directors should also consider obtaining appropriate insurance coverage to protect themselves against potential liability. It is important to note that the liability of overseas directors in a Dutch company may differ depending on the specific circumstances of the case, such as the nature of the company's business, the actions of the directors, and any relevant contractual or statutory provisions.
Therefore, it is crucial for overseas directors to seek legal advice and conduct thorough due diligence to understand their potential liabilities and take appropriate measures to mitigate their risks. By understanding and actively managing their potential liabilities, overseas directors can effectively fulfill their duties and responsibilities while operating within the legal and regulatory framework of the Netherlands.
Ending a Dutch bv, and dissolve it in the Chamber of Commerce
When ending a Dutch bv (besloten vennootschap), the first step is to hold a meeting of shareholders to pass a resolution to dissolve the company. This resolution must be passed by at least two-thirds of the votes, unless the articles of association provide for a different majority.
Once the resolution has been passed, the company must notify the tax authorities, as well as any creditors and employees, of the decision to dissolve.
The next step is to liquidate the company's assets and use the proceeds to pay off any outstanding debts. Any remaining funds can then be distributed to the shareholders. Once all the company's affairs have been settled, the final step is to file a request for dissolution with the Chamber of Commerce.
This request must be accompanied by a statement from a director or liquidator confirming that all obligations have been fulfilled and all assets have been distributed. The Chamber of Commerce will then publish a notice of the dissolution in the Official Gazette, and the company will be officially deregistered. It's important to note that the entire process of ending a Dutch bv can be quite complex and time-consuming, so it's advisable to seek professional legal and financial advice to ensure everything is done correctly and in compliance with Dutch law.
Overall, ending a Dutch bv involves several steps, including passing a resolution to dissolve, notifying the relevant authorities and stakeholders, liquidating the company's assets, and filing a request for dissolution with the Chamber of Commerce.
The Articles of Association
The Articles of Association are a foundational document for any Dutch BV, outlining its internal governance, objectives, and operational framework.
This document specifies critical aspects such as shareholder rights, the distribution of profits, and the procedures for board meetings. It serves as a blueprint for how the company will function and interact with its stakeholders.
Drafting comprehensive Articles of Association helps prevent disputes and ensures all shareholders and directors are aligned with the company’s goals and procedures. Consulting with legal professionals during the drafting process is recommended to ensure compliance with Dutch corporate laws.
Moreover, the Articles of Association can be tailored to suit the specific needs of the business, providing flexibility in management and operations.
This customization includes defining specific roles and responsibilities of directors and shareholders, setting terms for share transfers, and establishing rules for decision-making processes. The document must also include provisions for situations such as amendments to the articles, company dissolution, and shareholder exit strategies.
Well-drafted Articles of Association not only provide a clear operational framework but also instill confidence among investors and stakeholders by demonstrating a robust governance structure.
The Deed of Incorporation Explained
The Deed of Incorporation is a legally binding document that officially establishes the existence of the BV. Created and authenticated by a notary, this deed includes the Articles of Association and additional relevant details, such as information about initial shareholders, the board of directors, and the company's registered address.
The Deed of Incorporation solidifies the company’s legal status and ensures it is recognized by Dutch authorities. It serves as a public record, providing transparency and legal assurance to stakeholders, including potential investors, partners, and governmental agencies. Accurate and comprehensive documentation is crucial for the credibility and lawful operation of the BV.
In addition to its role in formalizing the company’s existence, the Deed of Incorporation outlines the initial equity structure and the distribution of shares among the founding members. It also stipulates any special conditions or agreements made during the formation of the company, such as shareholder agreements or governance protocols.
This document must be filed with the Dutch Chamber of Commerce to complete the registration process officially. The precision and detail encompassed in the Deed of Incorporation are vital for preventing legal disputes and ensuring smooth, compliant business operations from the outset.
Limited Liability in a Dutch BV
One of the main attractions of a Dutch BV is the limited liability protection it offers to its shareholders. In a BV, the liability of shareholders is limited to the amount of their investment in the company’s shares, safeguarding personal assets from business losses or liabilities.
This legal structure encourages investment by reducing personal financial risk, making it an appealing option for both local and international entrepreneurs. The limited liability framework ensures that personal finances are not jeopardized by company debts, fostering a more secure investment environment and encouraging business growth and innovation.
Furthermore, the limited liability mechanism promotes responsible business practices by separating personal and corporate assets. In the event of financial difficulties or insolvency, creditors can only claim against the company’s assets, not the personal property of the shareholders.
This protection is an essential component in attracting investments and encouraging participation from diverse investor groups. Limited liability thus provides a safety net that supports entrepreneurial ventures and fosters economic development.
However, it is essential to maintain proper corporate governance and compliance with Dutch regulations to sustain this protection and prevent personal liability through the "piercing the corporate veil" doctrine.
Mandatory Insurances for a Dutch BV
In the Netherlands, certain insurances are mandatory for operating a BV.
These include liability insurance, which protects the company from claims related to damages or injuries caused by business operations. Additionally, if you employ staff, it is essential to have employee insurance that covers risks such as workplace accidents, illness, and disability. Professional indemnity insurance is also advisable for businesses offering consultancy or professional services, protecting against claims of negligence or professional mistakes. Ensuring adequate coverage mitigates financial risks and guarantees compliance with Dutch regulations, providing security and peace of mind for your business operations.
Beyond mandatory insurances, there are other optional policies that can further secure your business interests. Business interruption insurance, for instance, covers lost income and operating expenses if your company faces disruptive events like natural disasters or significant operational failures.
Property insurance protects your business assets, including buildings, equipment, and inventory, from damage or theft. Comprehensive insurance coverage not only fulfills legal obligations but also provides a buffer against unforeseen risks, ensuring the continuity and stability of your business. Working with an experienced insurance broker can help tailor the insurance portfolio to meet specific needs and risk profiles of your BV.
Reserving a Company Name for your Dutch Company
It’s not possible in the Netherlands to reserve your company name , before the registration of your company. You can simply research the Dutch Trade Register (Kamer van Koophandel) if a company name is already in use. In case a company name is already in use, but by a company who operated in a different industry, you might still be able to register the name.
The Dutch notary will arrange the registration of the company at the Trade Register, and will deal with the Chamber of COmmerce in case there are any issues with the company name. Depending on your situation, you might also want to consider to register your Trademark.
Selecting A Registered Office Address in The Netherlands
In order to register a Dutch BV, it’s required to rent a local registered office address (also called a flexi-desk).
Before final registration of the Dutch company, you need to consider the following matters:
Your company will require 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 amount 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 the Dutch notary the rental agreement of the office so he can register the company on the correct address right away.
Once your Dutch company is operational, it might grow into a fully fledged office. In that case, it’s relatively easy to update your registered office address at the Chamber of Commerce.
Our Entity Management portal provides the instructions for this change.
in case you rent or own an apartment or house in the Netherlands, you can also register your Dutch business on your private address. Please make sure to obtain permission from your landlord, if relevant
Appointing Directors
In order to register a Dutch BV, it’s required to rent a local registered office address (also called a flexi-desk).
Before final registration of the Dutch company, you need to consider the following matters:
Your company will require 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 amount 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 the Dutch notary the rental agreement of the office so he can register the company on the correct address right away.
Once your Dutch company is operational, it might grow into a fully fledged office. In that case, it’s relatively easy to update your registered office address at the Chamber of Commerce.
Our Entity Management portal provides the instructions for this change.
in case you rent or own an apartment or house in the Netherlands, you can also register your Dutch business on your private address. Please make sure to obtain permission from your landlord, if relevant
Check the Business License Requirements for your Dutch Company
Company Formation in the Netherlands is only the first step. Next, is the actual market entry.
The Netherlands is a thriving market with opportunities for market entry in a variety of industries.
One of the most popular industries in the country is the technology sector. The Netherlands has a strong and innovative tech ecosystem, with companies such as Philips, ASML, and Booking.com leading the way. Market entry into the technology industry in the Netherlands can be lucrative, as the country is known for its highly educated workforce and supportive business environment.
Another popular industry in the Netherlands is the agriculture and food sector. The country is a major exporter of agricultural products and is home to some of the world's leading agri-food companies, such as Nutreco and FrieslandCampina.
Market entry into the agriculture and food sector in the Netherlands can be profitable, as the country is at the forefront of sustainable farming and food innovation. Additionally, the healthcare and life sciences industry is a popular sector for market entry in the Netherlands. The country is home to a robust healthcare system and world-renowned research institutions, making it a prime location for companies looking to enter the healthcare market.
With a strong emphasis on innovation and collaboration, the healthcare and life sciences industry in the Netherlands offers ample opportunities for market entry. Moreover, the creative and design industry is also a popular sector for market entry in the Netherlands.
The country has a vibrant creative scene, with established companies such as Philips and G-Star Raw, as well as a burgeoning startup community. Market entry into the creative and design industry in the Netherlands can be rewarding, as the country is known for its design expertise and creative talent.
Overall, market entry into these popular industries in the Netherlands can be a strategic and profitable move for companies looking to expand their business internationally. With a supportive business environment, a highly educated workforce, and a strong emphasis on innovation, the Netherlands offers ample opportunities for companies looking to enter these thriving sectors.
Most business activities in the Netherlands, do NOT require a business license. This means that once your Dutch company is registered, you are ready to start your business.
The Dutch Trade Register (KvK.nl) allows you to list multiple type of activities for your company. So your business can be both an import/export company, as a restaurant, at the same time. It’s useful to check if your Formation Deed is also compliant with this.
Before you start a new operational activity, it’s advised to inform the Trade Register, to avoid any issues. Even if your Formation Deed does not list a specific type of activity, the Trade Register would typically approve the new listing.
The most common industries which would require a business license in The Netherlands are:
Financial Service; Banking, acting as financial intermediary, providing corporate services
Transport/Logistic Services; There are various permits for entrepreneurs in the transport sector. For example, you need permits to transport goods within and outside the European Union. As a taxi company, bus transport and water transport you must also have certain permits. In most cases you can contact the National and International Road Transport Organization (NIWO) for this.
Restaurants, Hotels, Bars; Are you an entrepreneur in the hospitality industry and do you serve alcohol to consume on the spot? Or do you serve drinks as an association or foundation? Then you need a drink and catering license from the municipality. Even if you only serve alcohol-free, you need a license in some municipalities. Staff members must be 16 or older, for example. You also need permits for the sale of tobacco or the placing of a slot machine. Your catering company must also meet certain design requirements, such as toilet facilities and mechanical ventilation. There are also requirements for accessibility for the disabled. You probably also play music in your catering business.
Retail License; Food Trucks, sales cars/stalls must apply for ‘vent’ permits in some municipalities or report their activities. The rules might vary per municipality
Activities related to trading, import and export are typically not regulated and do not require a license.
What are the share capital requirements for the BV?
It’s not (always) required to (immediately) pay up the share capital of the Dutch BV that will be registered. 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 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 shareholders 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.
The company’s share capital will be visible in the Dutch company’s extract, and it will be visible if your Dutch company’s share capital has been paid up or not. Once your share capital is paid up at a later stage, you can update the information at the Dutch Chamber of Commerce. Our Dashboard provides you the full instructions to arrange this.
How to Issue new shares of a Dutch BV
When it comes to issuing new shares in a Dutch BV (Besloten Vennootschap), there are certain procedures that need to be followed in accordance with the Dutch Corporate Law.
First and foremost, the decision to issue new shares must be made by the shareholders of the company. This decision can be made either through a shareholder's meeting or by written resolution.
Once the decision is made, the next step is to determine the number of shares to be issued and the price at which they will be issued.
This information must be documented in a resolution and registered with the Dutch Trade Register. Additionally, the company's articles of association must be updated to reflect the new share issuance. This typically involves amending the articles of association and obtaining notarial deeds for the changes.
The new shares can then be issued to the shareholders, who may or may not choose to exercise their pre-emptive rights to purchase the new shares. If the shareholders choose not to exercise their pre-emptive rights, the new shares can be offered to third parties. If the new shares are offered to third parties, this must be done in accordance with the regulations laid out in the company's articles of association.
Furthermore, the new shares must be fully paid up at the time of issuance, meaning that the shareholders must pay the agreed-upon price for the shares. Once the new shares have been issued, the company must notify the Dutch Trade Register of the issuance and update the shareholder register.
It's important to note that the issuance of new shares may have tax implications for the company and its shareholders, so it's advisable to seek legal and financial advice before proceeding with the issuance of new shares.
By following these procedures and complying with the relevant laws and regulations, a Dutch BV can successfully issue new shares and raise additional capital for its operations and growth.
The costs related to the set up of a Dutch BV are approximately 400 -750 EUR. In case you are a non-resident entrepreneur, you should consider total costs of about 1.500 EUR.
The costs mainly consist of notary charges, plus a fee of 50 EUR which is charged by the Chamber of Commerce after registration of the BV.
Online formation websites, such as ligo.nl, or firm24.com are known to cause delays for global entrepreneurs, since they are mainly focused on Dutch residents. Global entrepreneurs typically require more attention, and non-standard statutory documents. Ideally, you would deal directly with the Dutch notary. Many Dutch notaries have English websites, and some of them list their prices, even for non-residents, on their website.
Setting up a Dutch BV involves various costs, including notary fees, Chamber of Commerce fees, and potentially agent fees. Notary fees are incurred for the drafting of the deeds required to establish the BV, as well as for any legal advice and assistance provided during the process. The exact amount of notary fees can vary depending on the complexity of the BV's structure and the services provided by the notary. Additionally, there are fees associated with registering the BV at the Chamber of Commerce, which also vary depending on the company's activities and structure. These fees cover the administrative costs of processing the registration and ensuring the company's compliance with legal requirements. Optionally, businesses may also choose to enlist the services of an agent to assist with the setup of their BV, which could incur additional fees. Agent fees can cover a range of services, including tax advice, business registration assistance, and ongoing support in navigating Dutch business regulations. While the costs of setting up a Dutch BV can add up, proper planning and due diligence can help businesses manage these expenses and ensure a smooth and compliant establishment process.
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