Choosing an appropriate legal entity is crucial when establishing a business. In the Netherlands, the most common legal entity is the BV (besloten vennootschap), which is equivalent to a private limited company and can be held liable for any debts. The Dutch BV has a legal personality and an equity structure that can be divided into shares.  

Below are some of the key characteristics of the Dutch BV:  

• There is no requirement for a local director or shareholder for BV incorporation.  
• The BV may issue various share classes.  
• The BV can appoint non-resident individuals or corporate entities as directors or shareholders.  
• BV’s shareholders are not personally liable for the company’s losses over the amount payable in shares.  
• The Netherlands’s favourable regulations on holding companies make the Dutch BV an ideal entity to use as a holding company.  
• The Dutch BV is subject to (a) corporate income tax, (b) real estate transfer tax, (c) social security taxes for employers and (d) withholding taxes.  

Process of setting up a Dutch BV 

Here are the steps in setting up a Dutch BV:  

Step 1 – Draft and have the company’s statutory documents notarised.  
Step 2 – Reserve a unique company name that adheres to the rules imposed by the Commercial Law. 
Step 3 – Submit the articles of association and the deed of incorporation to the Trade Registrar.  
Step 4 – Obtain a registration number from the Dutch Commercial Register.  
Step 5 – Register with the tax authorities to obtain a VAT and tax identification number.  
Step 6 – Register with the social security authorities.  
Step 7 – Open a bank account in your company’s name.  

As of 1 January 2024, visiting the civil-law notary to set up a BV is not a requirement, as setting up the company online is possible with a digital notarial deed. However, the notary may refuse to set up the BV online in certain cases. For instance, if they suspect identity fraud or other legal concerns.  

Requirements for incorporating a Dutch BV  

A minimum of one shareholder, either a natural or legal person, is required for the BV regarding shareholding structures. A limited liability company in the Netherlands may have one shareholder who may also serve as a manager under the country’s new Company Law. Moreover, the Dutch BV must have a local address.  

A deed of incorporation and articles of association must be drafted before a public notary before registration of the Dutch BV. Information about the registered address, authorised share capital, management board and shareholders will all be included in these documents.  

Aside from the requirements mentioned above, the following are also needed to start the incorporation of your Dutch BV:  

• Company name 
• All directors’ full name, date of birth, address and nationality  
• A brief description of the Dutch BV’s proposed business activities  

Required documents include: 

• Certified proof of identity 
• Certified proof of residential address 
• If you have corporate directors or shareholders, the extract of the Registrar of Companies showing the authorised persons  

You can read our guide for a more comprehensive explainer on how to set up a Dutch BV, and to learn the other types of entities available in the Netherlands, click here.  

Set up your Dutch BV with Bolder Group  

You might encounter some complexities in the formation of a Dutch BV, from the requirements to the process, which is why it’s important to work with an experienced company formation agent like Bolder Group. Our team of experts can assist you throughout the setup process and beyond, ensuring that your company complies with all applicable Dutch and European regulations.  

Get in touch with Bolder’s Business Development Manager Europe, Abdel Hamdaoui, or Bolder’s Global Head of Growth, Jeroen van Zanten, for your corporate services needs.  

For start-ups who want to set up a Dutch BV, you can contact our Bolder Launch team in the Netherlands.  

Bolder Group does not provide financial, tax or legal advice and the information contained herein is meant for general information purposes only. We strongly recommend that before acting on any of the information contained herein, readers should consult with their professional advisers. The Bolder Group accepts no liability for any errors or omissions in the information, or the consequences resulting from any action taken by a reader based on the information provided herein.

Bolder Group refers to the global network of independent subsidiaries of Bolder Group Holding BV. Bolder Group Holding BV provides no client services. Such services are provided solely by the independent companies within the Bolder Group which are each legally distinct and separate entities and have no authority (actual, apparent, implied or otherwise) to obligate or bind Bolder Group Holding BV in any manner whatsoever. The operations of the Bolder Group are conducted independently and have no affiliation with third party financial, tax or legal advisory firms or corporations.