This private limited liability company is a common business structure in the Netherlands and is renowned for its flexibility and simplicity. In this guide, we'll walk you through every step of setting up a Dutch BV, from understanding its key traits to meeting legal obligations and navigating taxation.
What is a Dutch BV?
A Dutch BV, or Besloten Vennootschap, is a private limited liability company. The title 'Besloten Vennootschap' translates to 'closed corporation', indicating that the company's shares are not freely transferable and are instead held privately. This structure is akin to the German GmbH, the UK Ltd, or the American LLC.
Why Choose a Dutch BV?
The Dutch BV is a favoured structure for business partners due to its professionalism and stability. The BV can be established with a starting capital as low as €0.01, making it a cost-effective option compared to its international counterparts. Moreover, the BV can be set up in a few weeks, and during the formation phase, the business can operate as a BV i.o. (in formation).
Costs of Starting a Dutch BV
The cost of setting up a BV in the Netherlands can range between €2,500 and €4,000. This budget should cover the cost of a Dutch address, tax and legal advice, a notarial deed, and a one-off registration fee of €50 for the Chamber of Commerce (KvK).
Setting Up a Dutch BV: Key Steps
Choosing a Name: You'll need to verify and reserve a company name.
Collecting Due Diligence Documentation: This includes proof of identity and proof of address for both your director(s) and shareholder(s) of the BV.
Preparing Legal Documents: This typically involves a public notary drafting a Deed of Incorporation, which includes information about the company's business activities, shareholders, share capital, registered address, and management boards.
Registering with the Commercial Registry and the Tax Authorities: The company must be registered with the commercial registry, known as KVK, and the Dutch Tax and Customs Administration.
Opening a Bank Account: A bank account should be opened to conduct business transactions and deposit the company capital.
Bank Account Opening for Dutch BV
Opening a corporate bank account is a necessary step in setting up a BV in The Netherlands. The bank account doesn't necessarily need to be a Dutch bank account, but having one will simplify business operations in the Netherlands and other European countries.
Taxation of a Dutch BV
Profits of a BV are subject to corporate income tax, which is lower in the Netherlands compared to most European countries. Profits of €245,000 or less are currently taxed at 15%. Any profit exceeding this is subject to a tax rate of 25%.
Legal Obligations for Dutch BVs
BV companies are required to publish annual financial statements and maintain proper accounting. The company must also comply with various reporting requirements, including filing VAT tax returns either quarterly or monthly.
The Flex BV: A Flexible Alternative
In 2012, the Dutch government revised the company law, introducing the concept of 'Flex BV'. This variant of BV requires a minimum share capital of only €0.01, making it an even more cost-effective option for entrepreneurs.
Ready to Start your Dutch BV at House of Companies?
Starting a Dutch BV is a straightforward process that offers a host of benefits for international entrepreneurs. With its low starting capital, flexible structure, and favourable tax rates, a Dutch BV is an ideal choice for global entrepreneurs looking to establish or expand their business in the European market.
If you're a global entrepreneur considering a Dutch BV, House of Companies' Entity Management solution can help streamline the process. As part of our Entity Management membership, we offer free branch registration with a guaranteed bank account opening, making the formation process even simpler and cost-effective.
With House of Companies, you're more than just a client – you're part of a community of global entrepreneurs. We're here to guide and support you every step of the way, offering educational resources, practical solutions, and a simplified business journey. So why wait? Start your Dutch BV journey with us today.
