Besloten Vennootschap BV - Private Limited Company

Company Type	Time to Incorporate	Cost
BV	3 weeks	£3680

Incorporation occurs through the execution of a notarial deed of incorporation before a Dutch notary. The deed is in Dutch and contains:

• The company’s articles of association
• Details on the share capital issued at incorporation and on the founder/shareholder

The execution of the deed of incorporation take places after:

• The Ministry of Justice has been provided with the information on the shareholders, the first board members and the beneficial owners of the new company.
• The Ministry has granted its certificate of no-objection.
• A bank stating that the share capital has been paid into a bank account in the company’s name.

The notary will register the with the Trade Registry at the Chamber of Commerce in the district where the company has its principal place of business.

While the B.V. is in the process of being incorporated (B.V. in oprichting – B.V. i.o.), business may be conducted on its behalf. Once the B.V. has been incorporated, all actions of the B.V. carried out prior to incorporation can be ratified retrospectively by the B.V.

Authorised and Issued Share Capital

The minimum authorised share capital is €90,000 of which 20% €18,000 must be issued and fully paid. The authorised capital is the maximum capital that may subsequently be issued without altering the company statutes; it may amount to a maximum of five times the issued capital.

Shareholders

A sole shareholder’s name will become a matter of public record, however if more than one shareholder is appointed, the details regarding the identity of the individual shareholders are kept private.

Raad van Bestuur - Management Board

A BV does not require a Supervisory Board, as long as it employs less than 100 workers in The Netherlands.

Declaration of No Objection - Verklaring Van Geen Bezwaar

Prior to the incorporation of your BV a Declaration of No Objection is issued by the Ministry of Justice. This bu us opon presentation of full details of the shareholders and directors. This declaration will be refused for the following reason:

• The background of the persons who will control the company indicates a risk that it will be used for improper purposes

When the Declaration of No Objection is obtained and the Deed of Incorporation is certified by the public notary, the new BV comes into existence as a legal entity.

De Besloten Vennootschap in oprichting - BV i.o.

Before the company is incorporated, it can conduct business and enter into contracts. However, the company is not yet recognised as a distinct legal entity. Whilst in the establishing stage, the shareholders are still personally liable for all actions undertaken by their company:

In the initial stages, the company enters a state of becoming incorporated. This state is known as in oprichting. Typical reasons are the desire to enter into contracts, renting an office, and setting up a bank account. The BV does not become a legal entity until it is registered by a notary.

Official Requirements

• Notarised application forms.
• Declaration of no objection from The Ministry of Justice - Only a background check is performed on the the shareholders, covering previous bankruptcies and criminal records. In the majority, filing for and acquiring this statement is simply a formality.
• To register as a BV, a company must have a minimum capital of €18,000
• Bank statement confirming capital paid - The minimum share capital is €18,000 this capital must be deposited in the account of the company, prior to incorporation. In The Netherlands, it is possible to open an account while the BV is still in its establishment phase. Upon receipt of the money, the bank will issue a statement which will become an integral part of the Articles of Incorporation.
• The Articles of Association specify the conditions according to which the company is to be incorporated, including the statutory name, company address, objectives, value of the shares and details regarding the rights of the Management Board and shareholders. The notary formalises these documents after a bank statement has been issued.