Want to set up a B.V. firm in the Netherlands? We can assist you in starting a business or in buying a shelf B.V. company in the Netherlands with a full package of necessary documents, legal advice and follow-up support. Incorporation of a B.V. firm in the Netherlands includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of the Netherlands. The total price of a B.V. company registration in the Netherlands includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).
The legal system of the Netherlands is based on civil law system incorporating French penal theory.
Constitution does not permit judicial review of acts of the States General.
The Netherlands accept compulsory International Court of Justice jurisdiction with reservations.
The principal forms of business organization in the Netherlands are:
The most common structure is the private limited liability company (B.V.).
A company name must satisfy the requirements of the Dutch Company Name Act (Handelsnaamwet) which are as follows:
The following steps are required to incorporate BV in the Netherlands:
Usually a Dutch BV is incorporated in 2 – 6 weeks. However, in theory it is possible to have a BV fully incorporated within 5 working days depending on the cooperative behavior of the Civil Notary and processing time with the Chamber of Commerce at that particular moment.
Shelf companies are allowed. Abolishment of the requirement of a declaration of no objection with the Ministry of Justice, a minimum share capital of 18,000 EUR, as well as the requirement of a bank or auditor’s statement have increased the attractiveness to choose for a newly incorporated BV instead of purchasing a shelf company in some extend.
Dutch banks have strict client acceptance policies and need e.g. to determine the ultimate beneficiary owner (UBO). Be aware that additional information regarding group structures, UBO, policy makers etc. will almost certainly be requested when UBO(s), directors, shareholders are non (EU) residents. Especially in case there is a link with off shore jurisdictions. Connections with Ultra High Risk Countries - Cuba, Iran, Myanmar, North Korea, Sudan and Syria – lead to decline of the application. Non-resident corporate account are still offered by a few banks, however not actively commercially promoted and easily granted.
There are a number of restrictions on the activities of a private company. It cannot undertake the business of banking, insurance, financial services, consumer credit related services and employment agencies unless a special permission is granted.
Dutch companies must maintain a registered office within the Netherlands and keep there a shareholders’ register, minutes and resolutions, share transfer documents, administrative and book-keeping records.
There are no statutory requirements for a Dutch company to have a seal.
The redomiciliation of companies to or from the Netherlands is not permitted.
A Dutch BV is required to have a minimum of one director who can be a natural person or a body corporate. Director’s details appear on the public file. There is no legal requirement for the directors to be Dutch residents. However, in order for the company to qualify as a tax resident and consequently take advantage of the double tax treaty network, it is recommended that the company be managed and controlled from the Netherlands. Thus the majority of its directors should be Dutch residents and all board meetings of the company should take place in the Netherlands. Furthermore it is recommendable to have at least one Dutch director regarding practical day-to-day issues such as renewal or change of bank contracts, opening additional bank accounts, close and modify contracts relating to telephone and internet subscriptions, lease contracts, post office boxes, changing data at the Chamber of Commerce.
Dutch companies are not required to appoint a company secretary.
A Dutch BV may have one or more shareholders, individuals or corporations of any nationality or residence. Shareholders’ details are disclosed to the local agent and will not appear on the public file unless the company has only one shareholder. However, it should be noted that the founders (initial shareholders) will appear on public record irrespective of their number. General meetings are to be held annually at the place provided for by the articles of association or, otherwise, in the municipality where the company has its registered office. The location referred to in the articles may be within or outside the Netherlands (the latter option arouse with the coming into effect of BV simplification and flexibilisation law). In a general meeting held elsewhere than due, decisions can be taken only if the entire issued capital is represented.
The register of beneficiaries in the Netherlands has been introduced since September 2020. Information can be conditionally divided into two groups: publicly available and confidential.
Publicly available information: full name, date of birth, citizenship, country of tax residence, nature and proportion of beneficial ownership. Confidential data includes: BSN number of a citizen of the Netherlands or TIN of a foreign citizen, country and place of birth, address of residence, copy of an identity document, documents confirming the fact of beneficial ownership. Only tax, law enforcement and judicial authorities in the Netherlands have access to confidential data.
Information that is in the public domain can be obtained after.
In November 2022, the Netherlands decided to temporarily suspend public access to the register of beneficiaries pursuant to the Court of Justice of the EU (CJEE) decision in consolidated cases C-37/20 and C-601/20 of November 22. The Court ruled that Article 1, paragraph 15(c) of Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018, which provides for access to information on the beneficiaries of legal persons to any member of the public, was invalid as it constituted a serious interference with the fundamental rights to respect for privacy and to the protection of personal data enshrined in Articles 7 and 8 of the EU Charter of Fundamental Rights.
The simplification and flexibilisation BV-law which came into effect on 1 October 2012 brought about a number of significant changes in the BV’s share capital. Until then the minimum authorized share capital of a Dutch BV was EUR 18,000 and had to be paid up by the time of incorporation. This minimum capital requirement has been abolished, so a BV can have the share capital as small as EUR 1.
Another change is that the share capital can now be denominated in a currency other than EUR.
Abolished was also the mandatory inclusion in the BV’s articles of association of a transfer restriction clause for the transfer of shares, so shares can now be freely transferable/freely traded.
A BV can only issue registered shares; it is not permitted to have bearer shares or shares with no par value. The par value is usually EUR 1.
Minimum authorized share capital of a Dutch NV is EUR 225,000. At least 20% of the authorized share capital - EUR 45,000 must be issued. Share capital must be denominated in EUR.
Dutch companies are renewed annually and the renewal normally includes: payment of fees for nominee directors and shareholders (if any), registered office and fee payable to the Chamber of Commerce (which depends on the amount of the capital and number of employees).
A Dutch company can be dissolved:
The resolution of the general meeting to dissolve the company must be filed with the trade register of the Chamber of Commerce together with the particulars of liquidator(s). If no liquidator is appointed, the management board acts as committee of liquidators. The words "in liquidation" must be added to the name of the company in all publications, letters, documents and announcements released from now on.
After the company is put into liquidation it continues to exist insofar this is necessary for the liquidation of its assets and discharge of its obligations. The liquidator prepares liquidation accounts and, if there is more than one shareholder, a plan of distribution. The plan of distribution sets out how the company’s assets and liabilities are to be divided between the parties entitled thereto. The liquidation accounts and the plan of distribution must be filed with the trade register and be deposited at the company’s office for public inspection.
The liquidator must publish in the Dutch Gazette and in a national daily newspaper a notice of dissolution specifying where the liquidation accounts and the plan of distribution have been deposited for public inspection. Within two months of the date of such publication, these documents can be inspected and an objection against them can be lodged by creditors or other interested parties. On expiry of this two-month period and in the absence of objections, the distribution of the liquidation proceeds can be effected. This step completes the liquidation procedure and the existence of the company, but the company’s books and records must be retained for a further period of seven years. The completion of the liquidation must be reported to the trade register of the Chamber of Commerce, together with the name and address of the custodian of the corporate books and records. The data and information recorded in the trade register with regard to the company at the time when it ceases to exist, is kept there for ten years afterwards.
If upon completion of the liquidation there appears to remain an asset to be liquidated, or a creditor or beneficiary that has not been satisfied, then the liquidation may be ‘reopened’ by a decision of the Court. In such case the company is ‘revived’, but solely for the purpose of re-liquidating the balance; to the extent that the beneficiaries have received too much, the liquidator is authorized to reclaim the balance already distributed.
If the company has no assets or outstanding obligations at the time of its dissolution, it will cease to exist as of the date of filing of the resolution with the trade register. In such case there will be no actual winding up of the affairs, and consequently no liquidators have to be appointed. The liquidation of the company will be filed with the trade register by the management board. The company's books and records will still need to be retained by the custodian for a period of seven years.
A company is dissolved by a decision of the Chamber of Commerce if the Chamber of Commerce has evidence that at least two of the following circumstances are applicable. The company for at least one year:
If the Chamber of Commerce becomes aware that a company is eligible for dissolution, it will notify the company and its directors of the intention to dissolve the company and grounds for it. The Chamber of Commerce records this notification in the trade register. If there are no directors to give notice to or if there are no addresses for the directors to send notice to, the Chamber of Commerce ensures that the notification is published in the Dutch Gazette. If the costs of this publication cannot be recovered from the assets of the company, they are borne by the Ministry of Justice.
Eight weeks after the date of the notification the Chamber of Commerce by its decision dissolves the company unless the Chamber prior to this moment has received evidence that the failure mentioned in the notification is not or no longer applicable.
The decision of the Chamber of Commerce will be announced to the company and its registered directors. The Chamber of Commerce ensures that the dissolution is published in the Dutch Gazette. If it is not possible to appoint one or more liquidators, the Chamber of Commerce will act as liquidator of the assets. Upon the request of the Chamber of Commerce, the District Court shall appoint one or more other liquidators.
The District Court dissolves a company if:
The District Court does not dissolve the company if the court has granted the company for a specific period of time the opportunity to comply with the necessary statutory requirements and the company has fulfilled these requirements within that period. The District Court may dissolve a company if it violates the legal prohibitions set out for this type of company or if it acts to a serious degree in breach of its articles of incorporation. The dissolution is ordered by the District Court upon a request to this end of an interested party or of the Public Prosecution Service.
Price14 710 EUR
including incorporation tax, state registry fee, including Compliance fee
Stamp Duty and incorporation fee at the local Chamber of Commerce
Price4 840 EUR
including registered address and registered agent, NOT including Compliance fee
DHL or TNT, at cost of a Courier Service
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Price5 280 EUR
Paid-up “nominee director” set includes the following documents
Paid-up “nominee shareholder” set includes the following documents
Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)
simple company structure with only 1 physical person
additional compliance fee for legal entity in structure under GSL administration (per 1 entity)
additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)