Netherlands - Company Incorporation

Company Type	Time to Incorporate	Cost
BV	3 weeks	£3880

Starting a Business in The Netherlands

Ministry of Justice

Submit details of the directors and shareholders to the Ministry of Justice for a declaration of no objection.

The notary executes the deed of incorporation with the prior approval of the Ministry of Justice, which is indicated by a declaration of no objection. The deed also includes the amounts of issued and paid-up share capital and the names of the incorporators, shareholders and directors. Acquiring a declaration of no-objection from the Ministry of Justice takes around 2 to 3 days for a normal application.

Registration Number

We enter the company in the commercial register at the local Chamber of Commerce and obtain your registration number. Membership at the local chamber of commerce is mandatory, and their fees depend on the number of your.

• The initial annual fee for a small firm - fewer than 50 employees is around €125
• A medium size firm - 50-250 employees €300

Tax Registration

Register at the local tax authority - it will take the tax office 4-6 weeks to provide the tax numbers

Share Capital - Shareholders

The issued and paid-up capital of a B.V. must be at least €18,000 and this must be paid into a Dutch bank account in the company’s name or elsewhere within the European Community. It is generally more expedient to open an account in the Netherlands as Dutch banks allow accounts to be opened for companies in the incorporation process. At the time of incorporation, the notary must be provided with a statement from the bank that it has received the funds in an account in the name of the B.V.

Shares

The B.V. must keep a shareholders’ register, which lists the names and addresses of all shareholders, the amount of shares they hold, and the amount paid-up on each share.

The articles of association of the B.V. must include transfer restrictions in respect of the transfer of shares to others other than existing shareholders, their spouses and close relatives.

Shares in a B.V. may only be transferred by deed of transfer, executed before a Dutch civil-law notary.

Single Shareholder BV

Where the shares of an B.V. are all owned by one individual or one corporate entity, the company is required to inform the Trade Registry. The Trade Registry has to be notified of the name and residence of the shareholder within one week after the company becoming aware of the single share holder.

Incorporating a Dutch limited company (BV)

The B.V. (besloten vennootschap met beperkte aansprakelijkheid) is the legal entity with limited liability most used for business in Holland. The BV is most suitable for an individual or a small number of shareholders, who wish to operate with limited liability.

In comparison to other countries the BV can be seen as the equivalent of the German GmbH, the American LLC, or the English Ltd.

Shareholders

A BV only requires one shareholder, who can be of any nationality.

Main features of a BV company

• The minimum share capital for a BV company is €18,000
• No nationality requirement for the Directors
• No nationality requirement on the Shareholders

Incorporation Process

Incorporation processes are undertaken on our behalf by a Dutch notary, who ensures that all the regulatory requirements are met. The incorporation process includes performing a company name search, requesting a declaration of no objection from the Dutch Ministry of Justice, drafting and finalising the Articles of Incorporation, and registering your new incorporated company with the Dutch Chamber of Commerce.

Basic incorporation includes.

• All notary fees
• The mandatory declaration of no objection
• Drawing up the necessary documents, such as the Articles of Association and the shareholders register
• Initial registration with the tax office, we provides assistance with completing the tax forms for new companies
• We register your new company with the Chambers of Commerce and apply for your VAT number

We then file the Deed of Incorporation with the Chamber of Commerce trade register containing:

• The articles of association
• The company name
• The city where the company has its registered office
• The objects of the company
• The share capital and shareholders