Setting up a Dutch private company with limited liability (Besloten Vennootschap met beperkte aansprakelijkheid, or "BV") is a relatively simple process. Our legal experts, tax specialists, civil law notaries we work with, and auditors are ready to guide you through the legal, tax, and structural implications to ensure a seamless incorporation within your corporate framework.
Incorporation process
To establish a Dutch BV, the following documents are required:
- An original, recently issued certificate of good standing (or equivalent) proving the existence of the foreign legal entity (incorporator).
- An original certificate of incumbency (or similar document) confirming the authorised representatives of the company.
- A notarised copy of the passport of the director or officer signing the power of attorney on behalf of the foreign entity.
- A notarised copy of the passports of the first directors of the Dutch BV.
Key Requirements for a Dutch BV
Company name and registered address:
- While not a strict legal requirement, it is recommended to check the availability of the intended company name to avoid conflicts with existing trade names or trademarks.
- The BV must have a registered address in the Netherlands.
Corporate structure:
- There are no minimum capital requirements. This means that the BV can be formed with a minimum share capital of just EUR 1
- The company can have one or more directors, who may be individuals or corporate entities, and can be Dutch or foreign.
Tax substance requirements
For a Dutch BV to benefit from the Dutch tax treaty network, it must demonstrate sufficient tax substance in the Netherlands. While Dutch tax law does not define substance explicitly, tax residency is determined based on where key management and control decisions are made.
To meet the minimum substance requirements:
- Board meetings should be held regularly in the Netherlands, with minutes recorded and kept locally.
- If needed, a trust company may assist in meeting substance requirements, although their willingness to provide directorship services depends on various risk assessments.
Our advisors can provide tailored guidance on tax substance considerations.
Timeframe and costs
A transparent fee estimate can be provided, covering:
- Drafting the notarial deed of incorporation, including English translations.
- Legal advice on the incorporation process.
- Preparing and providing required powers of attorney.
- Pre-registration with the Dutch Chamber of Commerce.
- Liaising with the notary and completing registration formalities.
Once all required documents have been received, the BV can be incorporated and registered within just a few days. Would you like assistance with the next steps? Our team is ready to support you in setting up your Dutch BV efficiently and in full compliance with local regulations.
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