The requirements to register a Dutch limited company (BV or Beslooten Venootschaap) are quite simple and straightforward in the Netherlands. Furthermore, the procedure of registration is simple and common in the EU, including public notary intervention.
The BV or is the Dutch version of a private company with limited liability. The company has legal personality and its features are similar to the Ltd in the UK, the SA in France or the GmbH in Germany.
What Dutch substance requirements means ?
The Dutch Tax administration requires a minimum of local corporate presence in order to justify the physical establishment of your Dutch BV. This substance requirement is an appreciation two criteria : ensure that the management and control functions of the company are taking place in the Netherlands. Compliance with these requirements determine the tax regime of the company.
Specifically find below a list of management and control items you need to ensure to be compliant with in order to satisfy the substance criteria. Furthermore, find direct links to a related specialist that will support you in this undertaking :
(i) half of the directors are resident of the Netherlands and have the necessary skills to manage the BV;
(ii) the registered address is in Netherlands;
(iii) the strategic decisions and transactions take place in the Netherlands;
(iv) bank account and bookkeeping management have their location in the Netherland.
For more informations consult our dedicated page : What Dutch substance requirements means ?
Public notary intervention
This is the exclusive mission of a public notary to draft the Articles of Association. Furthermore, notary issues a Deed of Incorporation to process the registration with the Dutch Chamber of Commerce (KVK).
In order to register the BV, the Notary will verify that you :
(i) have a unique and compliant Business name;
ii) justify of a registered address (business address) in the Netherlands and
(iii) have paid the minimum share capital requirement (€0,01)
Presence of shareholders and directors in front of the Notary are not mandatory, particularly with the use of a a POA (Power of Attorney) to accept the Deed and articles of association. This proxy is similar to a mandate for the Notary to process with the incorporation. Both document are also available in foreign languages.
Our experts have special arrangements with Dutch Notaries for fixed fees and efficient registration of BVs.
There is no formal requirement for a BV to have a dedicated bank account. However it becomes essential in practice to prove the paiement of the minimum capital requirement.
It is possible to arrange Bank account at the same time of the incorporation process, when the registration of the company by the Chamber of commerce occurs and extract is issued. There is no requirements with the type of bank, and nowadays entrepreneurs prefer digital banks to traditional banking (less restrictive and no need to meet the bank in person).
The registration of the BV with the Chamber of Commerce will identify your company in the Trade Register and make it public as well as all the legal structures in the Netherlands. All informations regarding BVs are available such as name, date of registration, registered address, and name of the managing directors.
The identity of all shareholders is also made available to the Chamber of commerce as well as to the public. This includes both local and foreigns individuals or companies.
Dutch limited liability companies must be registered with local Tax administration, for corporate purpose and employees social security. Most of the time, concerning the BV, this tax enrollement is effective at the same time of the incorporation with the Chamber of Commerce.
All the Dutch companies are required to register with Tax authorities, fulfill tax returns obligations as well as keep and maintain an administration.
More precisely, BVs must prepare and file annual financial statements. It should be approved by the board and shareholders. Dutch companies are processing their tax returns every three months, are subject to Dutch Corporate Income tax and wage tax for employees. These informations are accessible to the public via the Trade Register.