Incorporate a Besloten Vennootschap met Beperkte Aansprakelijkheid BV / BVBA

The Besloten Vennootschap met Beperkte Aansprakelijkheid (BV) is very similar to a Limited Liability Company in the UK and it has become much easier to incorporate a BV since new company law legislation was introduced in 2012. The BV is the corporate form most commonly used by foreign companies operating in the Netherlands.

The first step to incorporating your company is to check the availability of your proposed company name; you can do this now using our free company name Check Service. The name can be in any language using the Latin alphabet but you may be requested to provide a Dutch or English translation to ensure your name abides by the regulations. Your company name must not be similar or identical to an existing name and must not be obscene or offensive, certain words are prohibited such as names suggesting the patronage of any government or country.

Formacompany will prepare and file your company documents with the Dutch Ministry of Justice, which will then issue a Certificate of No Objection. The certificate includes the amount 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 two to three days for a normal application.

We then 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 the fee depends on the number of employees.

It takes around five days to complete your company’s incorporation.

Once incorporated your new company must register with the Trade Registry and the local tax authority it will take the tax office four to six weeks to provide your tax identification number.

Formacompany has over 20 years’ experience forming companies in the Netherlands and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

What you need to incorporate a Limited Company/ BV in the Netherlands

To begin incorporation of your Dutch BV we will require the following:

  • Your company name
  • The full name, date of birth, address and nationality of all directors
  • The full name and address of all shareholders
  • The company’s proposed business activities

Documents you are required to provide:

  • Proof of identity certified(colour copy passport, national identity card, photographic driving licence).
  • Proof of residential address, no more than 1 month old, certified (gas/electricity bill or credit/debit card bank statement )
  • Criminal record check for the first officers
  • If you have corporate shareholders then all documents have to be certified and notarised

Registered Office

  • Your company will require a registered agent and a registered office address in the Netherlands, where company documents will be legally served.
  • The registered office must contain a shareholders’ register, listing the names and addresses of all shareholders, the amount of shares they hold, and the amount paid-up on each share.
  • A registered agent and a registered office is included as part of our Standard Incorporation Package.

Shares and Share Capital

  • There is no minimum share capital requirement.
  • The articles of association of the BV 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 BV may only be transferred by deed of transfer, executed before a Dutch civil-law notary.
  • Where the shares of BV 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 from the date that the company becomes aware of the single shareholder.

Ready Made Companies

  • We have shelf companies in the Netherlands currently available, with standard Memorandum and Articles designed to permit most general activities; making it possible to commence business at very short notice. Our ready made companies are in good standing, are not the subject of any insolvency proceedings and have not entered into any contracts or engaged in any business activities.

What you receive after setting up your new business

  1. Original Certificate of Incorporation
  2. Original share certificates
  3. Original government receipt as evidence of payment of annual company registration and license fees

Advantages of Registering a Limited Company/ BV in the Netherlands

  1. A BV requires minimal infrastructure. A minimum of one director and one shareholder is required to incorporate a limited company in the Netherlands; these can be of any nationality and need not be resident in the Netherlands. Directors have to be individuals but corporate shareholders are permitted and nominee shareholders are allowed; we can provide this service.
  2. Incorporating a BV requires minimal capital investment. There is no minimum share capital requirement.
  3. A Limited Liability Company limits the risk to which all stakeholders are exposed. Trading as a BV limits the risk to which all stakeholders are exposed. Like a limited company, a BV is a legal form of a business organisation that is classed as a separate and distinct entity from the individuals who run it; for sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in a BV are only liable to lose the value of the share capital to which they subscribe.
  4. A Limited Liability Company has a less brittle management structure. The company can continue to trade despite the death, resignation or bankruptcy of members. The appointment, retirement or removal of a director is straightforward.
  5. It is not necessary to visit the Netherlands to incorporate a BV.