Start a Dutch BV
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Are you planning to start a Private Limited in The Netherlands? Then you should look into the so-called ‘BV’ (Besloten Vennootschap).
The Dutch BV is the most commonly used private limited company in The Netherlands, and is relatively easy to incorporate by any kind of entrepreneur.
The BV is a legal entity requiring a minimum share capital of 0.01 EUR, according to the Dutch Company Law.
The BV is a very flexible legal entity, allowing you to structure the company in various ways while protecting your business in The Netherlands.
For example, in most cases, shareholders are required to offer any shares to co-shareholders first, before they can offer the shares to ‘the market’. This is why the BV is called ‘Besloten’, which means ‘Private’.
The capital of the Dutch B.V. is divided into shares (a minimum of one share, of 1 cent!).
You don’t need to appoint a local director or shareholder to start a Dutch BV
The B.V. can issue different type of of share classes
The shares (along with voting rights) can be issued to individuals or legal entities. It doesn't matter if these individuals or legal entities are not resident in the Netherlands. Anyone can act as director or shareholder of a Dutch business.
Directors and shareholders of a Dutch legal entity are not personally liable for losses of the company in excess of the amount which must be paid into shares.
Register your BV remotely, or by visiting the Dutch notary in person
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.
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 (below) 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.
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.
Download the BV Fact Sheet, or check out our other Dashboard pages for more information. Feel free to leave a comment below, to get input from other (Dutch) entrepreneurs on the process to start a Dutch company.
List of Dutch notaries to assist with your formation
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.
The costs of setting up a BV
The costs related to the set up of a Dutch BV are approximately 400 EUR. In case you are a non-resident entrepreneur, you should consider total costs of about 1.000 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.
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 Dashboard 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.
The corporate tax rate in the Netherlands is 15% upto 200.000 EUR in profits (2021). Above 200.000 EUR, the corporate tax rate is 21,7%.
Only companies that have their actual operations (or management & control) in the Netherlands, pay corporate tax in the Netherlands. If so, they pay corporate tax 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.
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.
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.
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.
Check out our article on the company name requirements in The Netherlands.
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). House of Companies can provide you with such registered office address, starting at 75 EUR per month. We can assist you in cities all over the Netherlands, or even in other countries.
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 Dashboard 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.
In order to register a Dutch BV, it’s required to appoint at least 1 director. The director can be a private or corporate body. The director and the shareholder can also be the same person, and he does not have to be resident in the Netherlands.
Technically, the first director of the company is appointed via the Formation Deed, or the first shareholders meeting. The formation deed of the Dutch BV will also determine, how new directors will be appointed in the future (or how directorships can be terminated).
A statutory director is automatically authorized to represent the legal entity. He can bind the organization, such as by concluding agreements on behalf of the legal person. The titular director is only authorized to represent if he has obtained a power of attorney from the statutory board.
Check the Business License Requirements for your Dutch Company
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.
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