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Set up Dutch BV Company

Updated on Friday 22nd September 2017

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The Dutch BV (Besloten Vennootschap) or the limited liability company (Besloten Vennootschap met beperkte aansprakelijkheid) is the most employed type of company in the Netherlands. The Dutch BV is the equivalent of the German GmbH and the American limited liability company. Considering the new amendments brought to the Company Law, the incorporation procedure for a Dutch BV has been simplified and the costs related to company formation in Holland have been reduced. The BV is also the most employed type of structure when starting a business in Netherlands.

Requirements for incorporating a Dutch BV

The Dutch BV may have one or more founders who can be individuals or companies. The new Company Law in the Netherland allows the limited liability company to have one shareholder who can also act as manager. One of the advantages of incorporating a Dutch BV is that it requires no minimum share capital. The Company Act only required the founder to issue one share with a voting right. The only requirement for the BV is to have a registered address in the Netherlands.

Before the Dutch BV is registered, a deed of incorporation and the articles of association must be drafted before a public notary. These documents will be in Dutch and will contain information about the shareholders, the management board, the registered address and the authorized share capital. The articles of association must also contain a brief description of the Dutch BV’s business activities.

The main steps to incorporate a Dutch BV

Once the deed of incorporation and the articles of association have been drafted, one can start the registration procedure of the Dutch BV. The steps one must take are:

  • - reserve a company name,
  • - submit the deed of incorporation and the articles of association,
  • - obtain a registration number with the Commercial Register in the Netherlands,
  • register with the tax authorities,
  • - register with the social security authorities.

 

BV Incorporation FAQ

Can I incorporate a BV without visiting Netherlands?

Yes. Foreign investors can incorporate a Dutch BV without a personal visit to the country by employing our company to act on their behalf. This type of formation however does imply a slightly different procedure.

Can anyone set up a BV no matter where they are located?

Yes. Netherlands is very open to foreign investment. Anyone from any country can become shareholder in a Dutch Limited Company. To become a resident company however (to have local substance) the investors must comply with certain requirements.

Can I set up an anonymous Dutch BV?

Certain Dutch structures can indeed maintain privacy. In this regard please see your options related to the creation of Dutch Foundation and nominee directors. Foreign investors can also choose to exercise ownership of their Dutch BV through an offshore company.

Why should I incorporate a Dutch BV?

The main reasons why business people choose the BV entity in Netherlands are:

1) Tax benefits: Netherlands is a very good option to legally minimize your tax burden when doing business in EU and in the world in general.

2) Good local market: Netherlands is one of the most prosperous regions in the world offering a local market with very good potential.

3) Excellent Transportation network: Netherlands has perhaps the most important ports and transporation hubs in Europe.

Can I open a Dutch Bank Account?

Yes, our company can assist you in opening a Dutch bank account and/or bank accounts in other countries worldwide.

Do you assist in on-going company management?

Yes our a company is a Dutch Trust Company regulated by the Dutch Central Bank. As a result we are able to provide assistance for on-going activity of your Dutch BV: company management, accounting, local substance.

Differences between the Dutch BV and the Dutch NV (Joint Stock)

The NV in the Netherlands has generally the same characteristics as the BV, but there are also important differences:

-    the articles of association of a NV doesn’t have to include share transfer restrictions, but for a BV this is a must;
-    the minimum share capital for a NV is EUR 45,000, while for a BV there is no obligation related to this aspect;
-    a NV can be listed on the Stock Exchange, unlike BV;
-  a BV can issue only registered shares and a NV have the possibility to issue both registered and bearer shares.

A NV must have a board of directors and the minimum number is one director regardless his nationality who will be in charge with the management of the company.

 

Taxation of a Dutch BV

 
In order to benefit from double tax treaties signed by the Netherlands with other countries, it is recommended to have the majority of directors as Dutch residents and a business address in that country, which can be obtained traditionally, by opening an office, or by getting a virtual office. We offer you a useful virtual office package with a prestigious business address in Amsterdam and main cities in the Netherlands. 
 
Companies registered in the Netherlands will pay corporate tax (between 20% and 25%), dividend tax (between 0% and 15%), VAT (between 6% and 21%) and other taxes related to the activities they have. The rates are subject to change, so it is recommended to verify them at the moment you want to incorporate a Dutch BV. 
 
Companies that have residence in the Netherlands must pay taxes on their income obtained worldwide, while nonresident companies will pay taxes only on certain incomes from the Netherlands. The corporate tax will be paid as follows:
 
- at a 20% rate for companies that obtain profits up to EUR 200,000;
- at a 25% rate for the amounts over EUR 200,000.
 
For more details about taxation of a Dutch BV, you may contact our local specialists in company formation.  
 

We invite you to watch a video about incorporating a Dutch BV in the Netherlands:

 

Company registration in Holland can also be done by signing a power of attorney and designating a representative. If you need help with the registration procedure, please contact our company incorporation agents in the Netherlands. Furthermore, we can help foreign investors interested in establishing limited liability companies in other countries, such as Slovakia or Poland.

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Why work with us?

Dennis Vermeulen, the manager of INCO Business Group and a specialist in Dutch company formation, will help you incorporate a company in the Netherlands as soon as possible.

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Call us now at +31-765870401 to set up an appointment with our specialists in company formation from Breda, Amsterdam or Rotterdam.

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