Netherlands - BV Company Incorporation

Company Type	Time to Incorporate	Cost
BV	3 weeks	£3880

Information required to incorporate a Besloten Vennootschap - BV

• Decide on your Company Name
• Address where it will be based
• Main activities of the company

Documents which are required

To incorporate a BV the Ministry of Justice and the notary need several official documents:

• Statement from the (foreign) Chamber of Commerce concerning the holding or any other official statement showing that the holding is officially registered.
• Who will be the director of the BV in the Netherlands? We will require a copy of the passport of the director and a written, dated and signed authorisation on company headed paper.

Procedure for incorporating a Besloten Vennootschap

• Deposit the share capital at the bank
• We then check the company name for validity at the Chamber of Commerce
• Drafting and sign the company's Articles of Association at the notary's office
• We then submit the details of the incorporator and first director to the Ministry of Justice for approval or declaration of no objection
• Enter the company in the Commercial Register at the local Chamber of Commerce and obtain a company registration number
• Register with the local tax authorities

Finishing phase

• Registration with the Chamber of Commerce
• VAT registration, wages tax and corporate tax

Besloten Vennootschap (BV)

Registration Requirements:

• Deposit the minimum capital required in the bank
• We check the company name for appropriateness and validity at the Chamber of Commerce.
• One or two alternative names may be submitted at the same time.
• Submit details of the incorporator(s) and first managing director(s) to the Ministry of Justice for approval and declaration of no objection.
• Until the execution of the deed of incorporation, the firm can operate as BV 'under incorporation'. The civil law notary cannot execute the deed of incorporation without the prior approval of the Ministry of Justice, which appears from a declaration of no-objection. The deed also includes the amounts of issued and paid-up share capital and the names of the incorporator(s), shareholder(s), managing directors and members of the supervisory board. If any of these parties involved (individuals or legal entities, in principle apart from members of the supervisory board) are non-Dutch citizens, additional information may be required for the approval. Acquiring a declaration of no-objection from the Ministry of Justice takes from 48 hours (in case of an urgent application) up to approximately 3 months (depending on the time the Ministry of Justice needs for its investigation).
• Draft and sign the company's deed of incorporation, executed by a civil law notary.
• Enter the company in the Commercial Register at the local Chamber of Commerce and obtain a registration number.
• If the Chamber is visited in person, it takes several hours to receive a registration number. Membership in the local chamber of commerce is mandatory. The annual fee for a small firm - fewer than 50 employees and authorised capital of no more than €2,500,000 is €123.
• The founders of the company are jointly and separately liable for each legal act performed during their management and which binds the company until the registration has been effected and the minimum required capital is paid up.
• Publication in the Netherlands Official Gazette (Staatscourant) of the first registration and certain subsequent registrations is required and will be made by the Chamber.
• Register with the local tax authorities (at the same office register for social security authorities).
• The registration form can be filed in one day but it will take the tax office between 4 and 6 weeks to provide the necessary tax numbers. For wage tax a separate registration form must be filed and this can also take 4 weeks.

A BV may be incorporated by one or more shareholders, either being individuals or corporate bodies - an individual or company, Dutch or foreign can be the sole shareholder. Only one director is required for a Dutch BV.

The company formation fee includes:

• Notary fees
• Legal duties Ministry of Justice for the declaration of no objection
• English translation of company articles
• Assistance with opening of a bank account with ABN AMRO Bank N.V. - necessary to deposit the share capital
• Application of VAT and income tax number and social security tax number if required
• Our advise and guidance through the set up procedure
• Providing the forms for the Chamber and Ministry for signature
• Review all documents before submitting them to the Ministry or KvK

A Besloten Vennootschap (BV) is a company limited by shares, whose shares are privately registered and not freely transferable.

A certificate of no objection must be obtained from the Justice Department upon presentation of full details of the incorporators and directors with a letter of recommendation. Thereafter the deed of incorporation will be executed before a notary public and filed at the Trade Register.

The official deed of incorporation shall be in Dutch. It contains personal details of the incorporator(s) and the initial Director(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 office, the objects of the company, the authorised capital and its division into 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.

The minimum capital to be paid up is €18,000. The capital must be deposited with a bank in Europe prior to incorporation (preferably a bank registered in The Netherlands).

The procedure of incorporation usually takes 3 weeks after we obtain clearance from the Ministry of Finance.

Procedure

Day 1

• A visit to the notary to draft deeds and sign lots of papers for PoA for the notary to acquire declaration of no objection.
• Make an appointment to visit the bank with drafted statute to open the bank account.
• Wait until the ministry provides the declaration. This may take days but, it can also take weeks.

Day 2

• Pay up €18,000
• Meanwhile 5 days after installment of 18k the bank sends the declaration that capital is fully paid up. Then we make a new appointment with the Notary and Director to sign off deeds.

Day 3

• Back to the bank to pick up the declaration that capital is fully paid up, can only be pick up by the PoA .
• When all Parties have submitted their docs, it is back to see the notary again to sign the final deeds.

This is the ideal procedure for BV incorporation if made on stock.

It has also to be pointed out, that you cannot just simply walk into the bank without an appointment to open a business bank account. This usually is 5-6 days from day of inquiry, whether the bank manager can spare 35 minutes in his agenda, to meet with the person/PoA that requires the bank account.