Forming a company in the Netherlands means incorporating a BV, a private limited company. Shareholders risk only the capital they invest, and foreign owners are welcome. We arrange the notary, Chamber of Commerce (KvK) and tax registrations, so your BV is ready to trade.
Why form a Dutch BV?
The BV (besloten vennootschap) is the standard vehicle for foreign entrepreneurs and international groups in the Netherlands. It works equally well for an operating business, a holding company, an IP licensing company or a finance company.
- Limited liability. Shareholders risk only what they invest, not their private assets.
- No minimum capital. A single share of €0.01 is enough, so you can start without tying up funds.
- Flexible share structure. Shares can carry no vote or no profit right, which suits investors and financiers.
- Meetings abroad. Shareholder meetings may be held outside the Netherlands, so owners do not need to travel.
- Credible in international trade. The Dutch legal system and the Dutch tax treaty network are well established with banks and counterparties.
The Dutch BV at a glance
| Feature | What it means |
|---|---|
| Legal form | Besloten vennootschap (BV), a private limited liability company with its own legal personality |
| Minimum share capital | €0.01 (one share) |
| Shareholders | One or more, individuals or companies, of any nationality |
| Liability | Limited to the amount invested, except in cases such as director negligence |
| Incorporation | Notarial deed before a Dutch civil-law notary, then registration in the KvK trade register |
| Registered address | A Dutch address is required; a virtual office can serve |
| Share transfer | Can be restricted in the articles of association |
| Taxation | Dutch corporate income tax on worldwide profits, with treaty relief and the participation exemption |
Which legal form fits your business?
For most international owners the BV is the right choice. The other forms suit specific cases.
| Form | Liability | Minimum capital | Typical use |
|---|---|---|---|
| BV | Limited to investment | €0.01 | Operating, holding, IP and finance companies |
| NV | Limited to investment | €45,000 | Listed or very large companies |
| Branch of a foreign company | The foreign parent is liable | None | Extending an existing foreign company into the Netherlands |
| Sole trader (eenmanszaak) | Unlimited, personal | None | Small start-ups and freelancers |
| General partnership (VOF) | Unlimited, joint and several | None | Two or more partners trading together |
| Limited partnership (CV) | Unlimited for active partners, limited for silent partners | None | Funds and joint investments |
| Foundation (stichting) | No owners; directors act | None | Non-profit goals and asset protection |
Not sure whether a subsidiary or a branch suits you better? Ask us before you decide, because the tax and liability consequences differ.
How we form your BV
- Free consultation. Tell us about your business, owners and plans. We confirm that a BV is the right form.
- Name and structure. We check that your company name is available and set the share structure, directors and registered address.
- Draft articles of association. We prepare standard articles in English and Dutch, or tailored articles where you need special share rights.
- Identification. Shareholders and directors provide ID and the documents listed below.
- Signing at the notary. The BV comes into existence when the notarial deed is executed. A power of attorney lets you sign without travelling.
- Registrations. We register the BV with the Chamber of Commerce (KvK), the Dutch Tax Administration (including a VAT number) and the UBO register.
- Ready to trade. You receive the KvK extract and deed, and we help you open a bank account.
Once your documents are complete, incorporation usually takes only days.
Documents you need
Exact requirements depend on who owns the BV. In most cases we ask for:
- A certified copy of a valid passport or ID for each shareholder and director
- Proof of residential address for each of them, such as a recent utility bill
- Your chosen company name, with one or two alternatives
- A description of the business activities
- The share capital and how shares are divided
- For a corporate shareholder: a recent extract from its company register, its articles of association and a list of its directors and owners
- Details of the ultimate beneficial owners (UBOs), which the BV must register
A foreign document may need a legalisation or apostille. We tell you which ones when we know your situation.
Bank account and Dutch ties
Opening a business bank account is the step that most often takes longer than the incorporation itself. To open one, the major Dutch banks typically ask for:
- ID for each representative of the BV
- The KvK extract and the articles of association
- Proof of the registered address
- A clear explanation of the business, its customers and where its money comes from
The bigger banks usually want representatives to identify themselves in person. They also look closely at companies whose only link to the Netherlands is the registered address. If a Dutch bank declines, alternatives include smaller Dutch or foreign banks, or appointing a Dutch-resident director. We advise on the best route for your case. Approval always rests with the bank.
Taxes and compliance after incorporation
A BV pays Dutch corporate income tax on its worldwide profits. The Netherlands has a wide tax treaty network, and the participation exemption can exempt qualifying income from subsidiaries. Dividends paid out may carry 15% Dutch dividend withholding tax, but an exemption or a lower treaty rate often applies.
Every BV must meet a few ongoing obligations:
- Keep proper accounting records
- File annual accounts with the KvK
- Submit corporate income tax returns and, where registered, VAT returns
- Keep the shareholder register and UBO register up to date
We can handle these through our accounting, tax and corporate services, including tax planning. Our Netherlands corporate tax summary covers rates and incentives in more detail.
New BV or shelf company?
If you need to trade immediately, or want an older company, a shelf company may suit you better. If you want your own name, structure and shareholders from day one, form a new BV.
| New BV | Shelf company | |
|---|---|---|
| Company name | Your own choice | Existing name, which can be changed after the transfer |
| Company age | New | Already incorporated, sometimes for years |
| Speed | Days after documents are complete | Faster, because the company already exists |
| Set-up | Built to your specification | Ready-made, adjusted after purchase |
| Best for | Start-ups and tailored structures | Urgent trading, credibility with an aged company |
See our Netherlands shelf company page for ready-made options.
Frequently asked questions
Do I need to live in the Netherlands to own a BV?
No. Shareholders and directors can live anywhere. You do need a Dutch registered address, and banks and the tax authorities may look for real links to the Netherlands.
How much capital do I need?
The legal minimum is €0.01. You decide how much to contribute, and some customers and banks expect more.
How long does it take?
Once your documents are complete, incorporation usually takes days rather than weeks. Opening a bank account can take a few days longer.
What does it cost?
Our incorporation package covers the notary, the KvK and the tax registrations start at EUR 2,750.- all inclusive.
Do I need to attend the notary in person?
Not necessarily. A power of attorney can allow us to sign on your behalf.
Can I form a BV with a company as shareholder?
Yes. A corporate shareholder needs extra documents, and additional fees may apply.
Can I buy a ready-made company instead?
Yes. See our Netherlands shelf companies.
Start your Dutch company
Tell us about your plans and we will confirm the right structure, a price and a timetable within the day. Contact us or write to contact@shelf-company.nl