Netherlands – Company Incorporation
Netherlands Key Points
- Time – 5 days to incorporate your company
- Directors – only one director of any nationality is required for your BV company
- Shareholders – only one shareholder is required
- Share Capital – there are no minimum share capital requirements
- A visit to the Netherlands is not required to finalise the formation
- Support – using our 20 years experience we guide you throughout every step of the company formation process
Ministry of Justice
The notary executes the deed of incorporation, 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.
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
Register at the local tax authority – it will take the tax office 4-6 weeks to provide the tax numbers
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.
A BV only requires one shareholder.
|Besloten Vennootschap (BV)|
|Company law||Burgerlijk Wetboek Art. 2:175 BW|
|Shareholders||1 (minimum) cf Art. 2:175 lid 2 BW|
|Capital||There are no minimum share capital requirements|
|Incorporation||Articles of association, registration with Commercial Registry, notarial deed and statement of no objection|
|Company Name||Not identical with or too similar to an existing company. Has to end with the initials BV|