How to start a Dutch BV (Private Limited Company) - Bolder Launch (2024)

The Dutch BV or Private Limited is a legal entity that you can register if you have a minimum share capital of 0.01 EUR, according to the Dutch Companies Act. Why and how to start a Dutch BV?

When you decide to work with Bolder Launch, we will carefully review your situation to give you personalised advice on the corporate structure that suits your needs. The BV is a very flexible legal entity, allowing you to structure the company in various ways whilst protecting your company from ‘hostile takeovers’. For example, in most cases, shareholders should 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’.

Quick Facts:

• A Dutch B.V. has a legal entity with ashare capitaldivided into a minimum of one share.
• BV incorporation does not require a local director or shareholder
• The B.V. can issue a variety of share classes (for example, without voting rights).
• The BV should issue the shares and voting rights 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.

Start a Dutch BV: Remote or standard formation?

There are two ways ofincorporating your business in the Netherlands (link to company formation service page). For the standard, it is common practice to visit the Netherlands to establish the B.V. This is obligatory if you wish to open a Dutch bank account (link to bank account opening service page) 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 aremote formation, which means you will be able to register your company from your home country. Pleasecontact us (link to contact page)if you have any questions about what type of formation would suit your situation best.

Start a Dutch BV: the process and timeline

When you start a Dutch BV,the process depends on whether you’d like to form your private limited company remotely or via the standard procedure. Below, you will find a step-by-step overview of theformation of a Dutch B.V.

This also indicates the time spent on each step, but please keep in mind that Bolder Launch is reliant, in some cases, on how quickly you provide us with certain information. The process is also dependent on government agencies or third parties. However, we do know how to effectively reduce this because of the good relationships we have with these parties.

To start theincorporation 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

​Required documents:

• Proof of identity certified (colour copy passport, national identity card, photographic driving license).
• Proof of residential address, no more than one-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.

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.

When one individual or corporate entity owns all the shares of the BV, the company must inform the Trade Registry. Also, 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 circ*mstances, a proxy can carry out the incorporation, which means the personal attendance of the directors and shareholders is not mandatory.

In this case, a local notary must legalise the proxy and the passport copy. Bolder Launch has relations with notaries in many countries in the world. We can provide you with clear instructions for your notary on the required type of legalisation.

​The articles will be (and must be) drafted in the Dutch language, but we will provide a translation into English/Chinese or other languages. Legalisations can be provided in English.​

Minimum capital requirement to start a Dutch BV

The minimum capital requirement for a Dutch BV has been abolished on 1 October 2012. The most commonly used minimum share capital is € 100, divided into 100 shares.​

The incorporation procedure of a Dutch BV

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 you will provide to complete the incorporation.​We will provide you with these documents with the request to approve the draft articles and provide the other documents and forms required. If 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.
2. Completion of the incorporation. The BV will be incorporated within 48 hours (on average, depending on the notary’s availability) upon receipt of your approval of the articles and signed documents/forms.
3. Registration with the Chamber of Commerce. The final step of the incorporation process is the registration of the BV with theChamber of Commerce(same day service)and thetax authorities. Upon registration at the Chamber of Commerce, the company can operate (please note that the Dutch government regulates some activities).

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 toobtain a VAT number (link to VAT number application service page), sometimes it just takes 1 week. The company does not need a local director to obtain a VAT number.

How long does it take to establish a Dutch BV?

The totalincorporation procedurefor 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 emphasise that an accelerated procedure is possible.

​Visit Required and Know Your Client

Registration of the BV in the Trade Register

Upon incorporation, the BV will be registered in theTrade 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. This includes statutory name, date of incorporation, registered address, name and authority of directors.

​Please include in the Trade Register the name and address of ALL shareholders. Since 2022, the Netherlands has required registering the identity of the Ultimate Beneficial Owner.

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. It is common practice in the Netherlands to consult the Trade Register before doing business.

IMPORTANT: Our fees do not include the registration fees at the Chamber of Commerce. This invoice (€ 80) is typically addressed to the established company within one week of registration.

Statutory Documents

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. Please execute the Deed of Incorporation in the Dutch language. It also 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.

Please keep a shareholders register; however, 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) (we can provide an example copy)
• Register of Shareholders
• Extract from the Trade Registry (also called a Certificate of Good Standing) (we can provide an example)

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 the location of the office or business operations.

• 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 subscribed share capital and the nominal amount of each share. The share capital must be divided into shares with a nominal (or par) value, which 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 cancelled. 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.

• 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 monthsminus 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 entitiesmay 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 authorised to represent the company to third parties. In addition, unless otherwise provided for in the Articles of Association, the individual managing directors are also authorised 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 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.

• ​Shareholders Register. The B.V. must keep a shareholders’ register, which lists the names and addresses of all shareholders, the number 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. You can only transfer shares in BV through a deed of transfer which you will executive 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 at this address right away. ​Please note: Bolder Launch does not provide a Registered office service.

Opening a Dutch bank account

For a BV, no minimum capital requirement applies anymore, and hence, the BV does not require a Dutch bank account, from a legal perspective.

​During the last couple of years, banks have become more stringent with regard to the procedure for opening a bank account. The directors must 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, which can offer full banking facilities and 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, you should 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.

We can assist you in opening a Dutch bank account.

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 theValue Added Tax(VAT). On average, it takes about 2-3 weeks to obtain a VAT number. At times, it just takes a week (in combination with the CIT number).​

The issuance of the VAT number can also depend on the corporate structure. In practice, it is more difficult for a company, which is being 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. Bolder Launch 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, the authorities prefer that you 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.​

The Dutch B.V. (private limited company) is a very common legal entity in the Netherlands for a variety of business operations. You can register the Dutch limited company within one or two 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 licence. The Dutch limited company can start its operations as soon as the notary incorporates it and you have registered it 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 one director and shareholder are appointed.

Get started on your Dutch BV

The BV formation process 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. Pleasediscuss with our Launch Crew,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 to start your Dutch BV

• 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 all shareholders and directors will visit the Netherlands, or either of them will provide legalised 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 (most banks only require this for residents, but also non-residents can apply for a BSN in the Netherlands if need be)
• 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/legalised 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 yourIncorporation Officer. There are many variables possible during the formation of a Dutch BV, which is why it’s so important to work with anexperienced Incorporation Agentlike Bolder Launch. If you decide to work with an online notary to start your Dutch BV, there can be many surprises. These may lead to (much) higher expenses, and frustration during your trip.

Contact our Launch Teamfor a full proposal and overview of theincorporation procedurefor your specific situation.

This guide is part of Company Formation in our Launch Guide.