Incorporate a BV in the Netherlands
Incorporate a BV in the Netherlands
Drafting a Notarial Deed of Incorporation
What to Do: Engage a Dutch civil-law notary to draft and execute the deed of incorporation. This deed includes essential information such as:
Company name.
Shareholder details.
Distribution of shares.
Articles of association.
Action: Provide all required information to the notary, including proof of identity, and confirm the company name's availability via the Chamber of Commerce (KvK).
Registering with the Chamber of Commerce (KvK)
What to Do: After incorporation, register the BV with the KvK (Kamer van Koophandel). This process includes:
Submitting the notarial deed.
Assigning the BV a KvK number.
Action: Complete the KvK registration form, provide the necessary documentation, and pay the registration fee.
3. Meeting Minimum Share Capital Requirements
What to Do: The minimum share capital for a BV is €0.01, making it accessible for entrepreneurs. However, practical considerations often necessitate a slightly higher initial share capital.
Action: Transfer the share capital to the BV’s bank account before incorporation, ensuring the amount is reflected in the notarial deed.
4. Understanding Timeline, Costs, and Documentation Needed
What to Do: The process typically takes 1–5 working days, depending on the notary’s availability and the complexity of the BV. Costs vary but typically range between €1,000 to €1,800 for standard incorporation.
Key documentation includes:
Valid ID for shareholders and directors.
Proof of address.
Bank statements for capital deposit.
Action: Plan ahead to gather the necessary documentation and schedule the notary appointment early to avoid delays.
Registered Office and Domiciliation
What to Do:
Every BV must have a registered office in the Netherlands. This address:
Serves as the company’s legal domicile.
Is used for correspondence from tax authorities and regulators.
Action: Secure a local address for your BV, either through a commercial address provider or by using your own premises.
Requirements for Local Directors
What to Do:
Although there is no strict legal requirement for local directors, Dutch tax authorities often evaluate “substance” criteria for tax residency purposes. Substance requirements may include:
A majority of directors residing in the Netherlands.
Holding board meetings locally.
Action: Assess whether appointing a local director is necessary to meet substance requirements and reduce the risk of disputes with Dutch tax authorities.