Limited company - Besloten vennootschap
Expatax can assist you with establishing a limited company in the Netherlands. In Dutch this is called a 'besloten vennootschap'.
Definition
A besloten vennootschap (BV) is a company limited by shares (private limited company), whose shares are privately registered and not freely transferable.
Shareholders
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. Each incorporator shall contribute to the initial capital for a certain number of shares; at least 25% of each contribution must be paid upon incorporation. Shareholdings are registered in the shareholders register, that must be kept in the office of the company.
Deed of incorporation
A statement of no objection must be obtained from the Ministry of Justice upon presentation of full details of the incorporators and directors; thereafter the deed of incorporation will be executed before a notary public and filed at the trade tegister. The official deed of incorporation shall be in Dutch; it contains firstly (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. The authorised capital is the maximum capital that may subsequently be issued without altering the articles of association; it may amount to a maximum of five times the initial capital.
Company name
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.
Share capital
The minimum capital to be paid up initially is € 18,000. Except in case of contributions in kind, the initial capital must be deposited with a bank in Western Europe prior to incorporation (preferably a bank registered in The Netherlands). A proposal has been sent to parliament to end this requirement. Within the EU many countries don't have such requirement and since it is legal to use foreign limited companies in the Netherlands this could make the BV less interesting. To prevent this the requirements will be made more flexible in such way that the incorporator can choose how high the share capital will be with a minimum of € 0,01. If payment on the shares is agreed to be made by contribution of assets other than cash, a recent valuation of such assets by a chartered accountant is required. Most of the changes with regards to the rules related to a Dutch limited company will change in the "near" future.
Capital tax
Since 1 January 2006 the capital tax on the issue of shares no longer exist.
Management board
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
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.
Timeframe
The procedure of incorporation usually takes one to three months.
What is included in the service of Expatax?
Full formation package: € 1,800
- Name check at the Chamber of Commerce
- Discuss your requirements, set up a structure and a plan of approach
- Make arrangements with other involved parties
- Applying for the declaration of no objection at the Ministry of Justice
- Fee for the declaration of no objection
- Preparation of draft and final articles of association
- Provisional and final registration forms of the Chamber of Commerce
- Notarial costs
- Arranging a registered office address
- Registration with the tax authorities, arrangement of all required tax numbers
- Preparation of the first minutes of the board
- Preparation of required contracts and agreements
- Production of shareholders register
- One folder containing all paperwork
Registered office address: € 1,000 per year
Additional services: based on quotation
- bookkeeping services, periodic VAT returns
- annual accounts, official reports, audits, accountants declaration
- monthly payroll administration, HR services
- preparation of annual corporate income tax return, personal income tax returns and other tax forms
- other services
How do we start the procedure?
Below you will find a link to our brochure. Please complete the forms at the end of the brochure and return them to us. If you have a question please contact us.
Brochure setting up a limited company