How to incorporate a BV in the Netherlands
The Dutch B.V. (hereinafter: "BV') is the most frequently used legal entity in the Netherlands for conducting business activities.
Dutch company law has changed effective as per 1 October 2012. As a result thereof the procedure to incorporate a BV has been strongly simplified and the cost of incorporation have significantly reduced. For instance, there is no longer a minimum capital requirement and also the requirement to povide for a bank statement upon incorporation has been abolished.
With the abolishment of the obligatory "blocking clause" on 1 Ocober 2012, the BV will also be a very suitable legal form for an investment fund.
Below we will elaborate on the incorporation procedure of a Dutch BV and the services which we can provide to you in this respect.
You can find the following information on this webpage:
A "BV' is a private company with limited liability; in Dutch: "Besloten Vennootschap met beperkte aansprakelijkheid". In comparison to other jurisdictions, the BV has similar features as the German "GmbH", the American "LLC", or the English "Ltd".
The BV has legal personality and it has an equity divided into shares.
A BV can only have registered shares, but these shares can be freely transferable/traded freely (e.g. since 1 October 2012 transfer restrictions are no longer obligatory).
The shareholders of a BV are - in general - not personally liable for acts performed in the name or on behalf of the BV, nor can they be obliged to make more funds available than that part of the capital for which they have subscribed.
Statutory directors can be held liable for acts of bad management. Since 1 Ocober 2012 statutory directors may also be held liable if the BV makes a disitribution of reserves (dividend) or paid in capital and the BV cannot comply to its financial obligations in the year following the distribution.
BVs are allowed to denominate their share capital in another currency than the euro.
Special classes of shares are possible, and shares without voting rights or profit rights may be issued.
There are no legal requirements for a BV to have substance in the Netherlands. The only legal requirement is is that the BV has a Dutch registered address.
From a tax perspective it is highly recommendable to have at least a Dutch registered address and a majority of Dutch resident directors. This is generally perceived as the minimum substance requirement to qualify for treaty benefits.
There are parties in the market place which offer domiciliation (registered address) and management services (statutory directors). They can also provide regular bookkeeping services and on-going legal support. See also the page "Management and Trust Services".
We have an extensive network of professional and reliable service providers which render the aforementioned services. We only work with parties who have experience with the international business practice and have proven to deliver quality for money. We can refer you to suitable parties or co-ordinate their input, if you prefer.
The incorporation procedure of a BV requires the involvement of a Dutch public notary.
Under normal circumstances the incorporation can be done by proxy, so that personal attendance of the directors or shareholders is not required.
We have special arrangements with public notaries for the incorporation of (standard) BV’s, based on fixed prices. We have agreed on “standard” articles of incorporation which provide all standard provisions suitable for acting as an international trading, holding or financing company.
The articles will be (and must be) drafted in the Dutch language, but we will provide a translation into English.
The minimum capital requirement for a Dutch BV has been abolished per 1 October 2012.Pre-incorporation period
As soon as the incorporation procedure is started up, it is already possible to do business in the name of the BV. The BV should then however first be registered as a "BV in incorporation" with the Chamber of Commerce. Until the incorporation procedure is completed the "BV in incorporation" is in fact a branch/partnership of the incorporator(s).
On incorporation, the company must ratify all the transactions the founders entered into in the pre-incorporation period. The directors/incorporators are personally and jointly liable for acts performed during the pre-incorporation period until ratification by the BV.
The following steps are required to incorporate the BV:
Step 1: Fee proposal and confirmation fee quote
Please contact us if you wish to incorporate a BV. You can use our contact form for this purpose, or you can call us at our offices in Rotterdam +31 (0)10 2010466 or Amsterdam +31 (0)20 5709440.
On the basis of your specific wishes and requirements we will issue a fixed fee quote for the turnk key deliverance of the BV.
Before we can start up the incorporation process we will need confirmation that you agree with our fee quote. This can be done by return e-mail.
For UBO clearance, we will need to receive information and documentation on the party which we should consider our client. Usually this is the incorporator of the BV. If so, the information and documentation required for the incorporation will cover our needs in this respect.
Upon receipt of your approval we will ask you to pay a retainer fee as an advance on the work to be done by us and the public notary. After receipt of this retainer fee we will proceed with step 2.
Step 2: Request for required information and documentation
We will provide you with a list of information and documentation required to start up the incorporation process.
Step 3: Provide draft Powers of Attorney and sign off of incorporation documents
After we have processed the required information we will provide you with draft articles of incorporation of the BV and the forms and documents which will need to be provided by you for completion of the incorporation.
Step 4: Completion of the incorporation
Upon receipt of your approval of the articles and the signed documents/forms referred to above, the BV will be incorporated.
Step 5: Registration with the Chamber of Commerce and the Dutch tax office
The final step of the incorporation process is the registration of the BV with the Chamber of Commerce and the tax authorities
We will require certified/legalized copies of the passports of the future directors of the BV and the incorporator(s) if individuals. If the incorporator and future director are individuals, the legalization can be done at the office of the public notary. If the incoporation is to be done remotely, a thrid party will need to legalize the documents.
If the incorporator is a corporation, we will require a legal opinion on the existence of this corporation and the person (director) representing the corporation.
For a BV, no minimum capital requirement applies anymore, and hence, the BV does from a legal perspective no longer require a (Dutch) bank account.
If you prefer the BV to have a bank account upon incorporation, the followng procedure can be followed.
Once the the articles of incorporation are approved by you the BV can be registered with the Chamber of Commerce as a "BV in incorporation" ("BV in oprichting" or "BV i.o"). As soon as the BV i.o. is registered with the Chamber of Commerce, the incorporator/directors can open a bank account for the BV i.o. In the meantime the incorporation can be completed.
During the last couple of years banks have become more stringent with regard to the procedure for opening a bank account. It is required that the directors/incorporators attend to the bank in person, identify themselves and fill out the necessary forms.
We have close contacts with the major international banks in the Netherlands (like ING, ABN-AMRO, Rabobank, Deutsche Bank)) and we can co-ordinate this procedure for you.
The total incorporation procedure for a Dutch BV can normally be completed in a couple of days.
For the entire procedure, including the gathering of necessary information and documentation, in our experience you should consider a period of one to two weeks. We emphasize that an accelerated procedure is possible.
As an alternative for an incorporation procedure, one may consider to acquire a shelf company.Registration of the BV in the Trade Register
Upon incorporation the BV will be registered in the Trade register of the Chamber of Commerce.
The Chamber of Commerce keeps the Trade Register, which contains information about all BVs (and other business entities) incorporated and/or registered in the Netherlands, like statutory name, date of incorporation, registered address, name and authority of directors.
It is noted that also the name and address of 100% shareholders is included in the Trade Register. If it is not desired to disclose the identity of the shareholder, it is recommendable to arrange for shares to be held by a Dutch or foreign third party.
The information in the Trade Register is freely accessible by the public. In day to day business the Trade Register is an important source of information for possible business partners and it is common practice in the Netherlands that the Trade Register is consulted before doing business.
Registration with tax authorities
The B.V. needs to be registered with the Dutch tax authorities and also with the social insurance office if any employees are to be hired. The tax registration will in essence be done automatically with the first registration of the BV with the Chamber of Commerce. We can monitor this process for you to ensure proper registration.
In essence every Dutch BV has the ongoing obligation to keep and maintain an administration, to register for tax purposes and to file periodical tax returns.
The administration forms the basis for the preparation of the annual financial statements according to Dutch GAAP. After the end of the year the General Meeting of Shareholders should approve of the Financial Statements as presented by the board of directors and discharge the board for any liability in this respect.
An abbreviated version of the Financial Statements must be filed with the Dutch Chamber of Commerce for publication in the Trade Register. The Trade Register is accessible by the public.
It depends on the nature of the activities of the BV for which taxes the BV must be registered and which periodical tax returns need to be filed. Most BVs are subject to Dutch corporate income tax and VAT and, if they have employees, Dutch wage tax.
We offer a full compliance package for foreing owned Dutch BVs.
Please feel free to contact us if you wish to receive a fee quote for the compliance services required for your BV. You can contact us via e-mail or call us at our office in Rotterdam +31 (0)10 2010466 or Amsterdam +31 (0)20 5709440 for more information.
The cost of incorporation depends on various parameters such as volume nominaal capital, number of incorporators/ directors, required special provisions in the articles, etc.
The cost of incorporating a standard BV is around € 1,500 to € 2,500 (VAT excluded), which includes English translations of the articles of incorporation/association.
We have trusted relationships with various public notaries. We only work with parties who have experience with the international business practice and have proven to deliver quality for money. We can refer you to suitable parties or co-ordinate their input if you prefer.
We are engaged on a daily basis by non-residents (corporations and individuals) who want to incorporate a Dutch BV.
It usually starts with an inventory of the plans for the BV and the potential tax consequences and tax compliance requirements. Once the decision to set up the BV has been taken, we can arrange for proper fee quotes from the other parties whose involvement is requirement (like a trust company for providing domiciliation and management services).
To the extent required we can further co-ordinate the input of other parties involved and make sure that the incorporation process goes smoothly and efficiently.
Once the BV has been set up we can monitor the tax registration and later handle the tax compliance such as the preparation and filing of VAT returns, the annual corporate income tax returns, etc.
The services we provide include:
|Advice on corporate law and tax issues linked to the incorporation|
|Advice on appropriate legal form|
|Coordinate the incorporation procedure|
|Advice on the tax efficiency of the structure|
|Negotiation of an advance tax ruling|
|Deal with registration requirements|
|Deal with tax compliance matters (filing tax returns, etc)|
We are gladly prepared to coordinate and to assist you with the incorporation process of your BV and handle associated registration and filing requirements.
We make time for you!