Last modified: 10 March 2016
Expatax can assist you with establishing and maintaining a limited company in the Netherlands. In Dutch this is called a 'besloten vennootschap'.
On this page you will find:
A besloten vennootschap (BV) is a company limited by shares (private limited company), whose shares are privately registered.
A BV may be incorporated by one or more 'incorporators', being either individuals and/or legal entities. One single individual or entity alone, whether Dutch or foreign, may be the only incorporator and full management board at the same time; no secretary is needed. If there is only one shareholder, this fact will not entail personal liability, but his name will be registered as such in the certificates of registration of the BV issued by the trade register. Shareholdings are registered in the shareholders register, that must be kept in the office of the company.
A deed of incorporation will be executed before a notary public and filed with the trade register of the Chamber of Commerce and with the tax authorities. The official deed of incorporation shall be in Dutch, Expatax will provide a full translation in English. The deed contains the (personal) details of the incorporator(s) and the initial member(s) of the board, as well as the amounts of their participation(s) and payment(s) to the initial capital. Furthermore, the deed contains the articles of association, consisting of at least the company name, the city where the company shall have its registered seat, the purpose of the company, the authorised capital in Euro and its division in shares, as well as the conditions for share transfer.
It is advisable to check whether the company name or a similar name has already been registered as a trade name or trademark, as in that case the holders of such prior registrations may force the company to change its name afterwards. The company name must begin or end with the letters 'BV'. Apart from its company name however, the BV may freely choose and register one or more different trade names, for labelling the whole or one or more parts of its business.
The incorporator can choose how high the share capital will be, which can even be € 1. There must at least be one share with one voting right. A share can have a voting right, a profit right or both.
Since 1 January 2006 the capital tax on the issue of shares no longer exists.
The management board has unlimited powers to act for the company, as do the individual board members unless restricted by the articles of association. The only restriction allowed, however, is to require joint signatures. Therefore, if one wishes to grant limited powers to a director, he or she should either not sit on the board, or only be granted joint powers; after which the board if desired can supplement these powers with any type of standing or specific power of attorney granted to the same director, in addition to his statutory powers. The only case where a board member will be precluded from validly representing the BV, is when he has a personal interest in a specific transaction, unless the articles of association overrule this restriction.
Usually, the board is appointed for an indefinite period. After incorporation, the authority to appoint and discharge members of the management board rests with the general meeting of shareholders, unless such authority has been vested in a supervisory board in which a works council is represented. A BV however can do without a supervisory board, as long as it employs less than 100 workers in The Netherlands.
Audit must be performed by external auditors and annual accounts have to be published when (2 out of 3 requirements must be met) the company's turnover exceeds EUR 12 million, the balance sheet totals over EUR 6 million and the average number of employees is 50.
The procedure of incorporation can take between 2 and 6 weeks depending on the complexity of the shareholdersstructure.
The information is also available in our Brochure: Setting up a limited company in the Netherlands.
Full formation package: € 2,100 (plus VAT). This includes:
Registered office address: approx. € 75 - 100 per month (use of external business center, depending on location). We don't provide domiciliation services or nominee director/shareholder services. You can also arrange an address yourself.
We offer assistance with opening a bank account. However, due to strict acceptation policies we can't guarantee that the bank accepts the new company as a client in which case a foreign solution may have to be chosen. We work with Rabobank and ING Bank.
The Chamber of Commerce will charge a one time registration fee of € 50.
Additional services: based on quotation, which include:
Go to our online form and provide the necessary information and documents to us. The necessary documents depend on who the shareholder will be. All shareholders will have to be identified. If the shareholder is an entity the entity itself and the individual persons behind this entity will have to be identified. UBO declarations will have to be completed. The more entities involved, the longer the identification process will take. Be aware that if the shareholder structure includes so called offshore companies (companies based in a "tax haven" like the Isle of Man, Beruda, Seychelles etc. or companies with a different structure like for example trust funds or foundations) that the incorporation of the Dutch entity can be "frustrated" due to this. This can be a reason for us to decide not to assist with the incorporation in the Netherlands.
It is also possible to make an appointment to discuss your intentions first.
Our Knowledge Base contains a lot of answers to questions about the formation of a limited company, for example: