Company Registration in the Netherlands (Besloten Vennootschap, B.V.). Service offer

The principal forms of business organization under the laws of the Netherlands are:

• Private limited liability company;
• Public limited liability company;
• Cooperative;
• Limited partnership;
• Sole proprietorship.

The most common structure is the private limited liability company (Besloten Vennootschap, or B.V.).

The incorporation of a private company takes 1 to 1.5 months. Ready-made (shelf) companies are also available, which reduces the document execution time to 3 to 4 weeks. When buying a company “off the shelf”, a corporate shareholder appointed at the incorporation must be changed to a real one. Such change is done by a deed before a local notary, and the cost of the paperwork to change the shareholder should be taken into account when selecting a shelf company option.

A private company must have at least one director – a legal entity or an individual, wherever resident or registered. But the details of director must be filed with the Trade Register and become accessible to third parties. Besides, the directors’ tax residence affects the tax residence of the company.

The shareholders of a private company can be individuals or legal entities, wherever domiciled / registered or resident. The details of shareholders are also filed with the Trade Register. In 2013, the minimum share capital requirement for Dutch companies was abolished, so companies can have any share capital they choose.

1. Selecting:

• company name that should be checked for its uniqueness at the Chamber of Commerce website, name reservations are not available;
• company structure (director, shareholder, beneficial owner);
• share capital;
• company’s objects (activities).

2. Payment for services

3. The following documentation must be provided:

• apostilled and translated into English copies of passports for the director (unless a local director is required), shareholder and beneficial owner;
• CVs for the director / shareholder / beneficial owner;
• documents confirming the source of funds of the shareholder / beneficial owner (such as an Extract from the register of companies if the shareholder holds shares in a company / Bank statements demonstrating the flow of funds / Contract of Sale / Copy of will);
• detailed description of the company’s business (specifying counteragents, estimated turnover, geography of business);
• if the director or shareholder is a legal entity, then a full apostilled set of constitutive documents is required, including a certificate of good standing (or its equivalent) for companies older than 1 year. The documents for the corporate shareholder must disclose the ownership structure right down to the ultimate beneficial owner.

For each company, a contract for administration and audit services is signed with the beneficial owner and a client information form is completed.

4. Name check at the Chamber of Commerce

After the name of the would-be company is cleared at the Chamber of Commerce, the incorporation documents can be drafted.

5. Drafting and filing constitutive documents with the Chamber of Commerce, preparing the company file.

The main document is the Deed of Incorporation signed by the incorporators before a civil law notary. If an incorporator cannot travel to the Netherlands, they should grant a power of attorney to a local lawyer who will sign the Deed instead.

The Deed of Incorporation should contain:

• articles of association;
• name of the company;
• statutory seat (registered office);
• main objects (activities) of the company;
• details of the authorised share capital and of the shares issued at incorporation;
• representation of the company by the directors (jointly or individually);
• details of the incorporator(s) / shareholder(s);
• appointment of the first managing director(s); and
• first financial period.

Based on the Deed and the forms completed by the notary, the Chamber of Commerce enters the company on the register and issues an excerpt stating the registration number, registration date and details of the company structure. The company then needs to be registered with tax authorities. Upon completion of incorporation, the client receives an apostilled excerpt from the Trade Register, apostilled articles with English translation and company seal. The preparation of additional documents can be discussed separately.

Provision of registered office (domiciliation) is an annual cost.

Secretarial services, administration of the company and local director fees are paid quarterly based on the time spent dealing with the company’s matters.

An average quarterly invoice is about EUR 6 500.

An Annual Return is submitted annually to the Chamber of Commerce and contains details of the company structure, address and share capital. In the case of non-submission of the Annual Return, the Registrar may conclude that the company is no longer operational and may take steps to strike the company off the register.

A Dutch company is regarded a local tax resident by virtue of registration at the Chamber of Commerce and tax registration with the Dutch Tax Authority.

The corporate income tax rate is 19% for profits below EUR 200 000 and 25,8% for profits in excess of this threshold.

A tax return must be submitted before 1 June of the following calendar year.

A failure to file or late filing of the tax return, as well as a failure to pay or late payment of tax is punishable by administrative fines.

Account should be taken of VAT as well. The Netherlands does not have a threshold for sales of goods or services which would entail VAT registration. VAT is imposed on the supply of goods, provision of services, acquisition of goods by businesses and the importation of goods into the Netherlands.

The standard rate is 21%. A reduced rate of 9% applies to the supply, import and acquisition of some goods and services. There is also a zero rate for goods transported to another EU Member state.

Depending on the amount of VAT payable, VAT returns are filed monthly, quarterly or annually. VAT returns must be filed even though no VAT has been received or paid. These so called ‘nil returns’ are obligatory for ‘dormant companies” as well. If a ‘nil return’ is not submitted in time, the tax authorities will make an estimation of the taxable amount and may impose penalties, besides a previously given permission to file returns only quarterly or annually may be converted to monthly returns.

All Dutch companies are required to prepare annual accounts and file them with the Dutch Chamber of Commerce. The accounts need to be prepared within 5 months after financial year-end, be approved by the general meeting within 2 months after the preparation and be filed within 8 days of such approval.

The accounts also need to be audited by an outside registered auditor. However, ‘small’ companies are exempt from audit. A “small” company is a company that meets at least two of the following criteria:

• the balance sheet total is not more than EUR 6 000 000
• the net turnover is not more than EUR 12 000 000
• the average number of employees is not more than 50

*Fees are valid as of August 2025 and can be changed without prior notice.