Netherlands / Netherlands Company Main / Company Formation

How to Setup a Dutch BV as a Non-Resident

Melvin van Esch · Nov 04, 2024 · Last reviewed:

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Are you interested in setting up a BV in the Netherlands as a non-resident? You can do it entirely remotely from your home country, without stepping foot in the Netherlands. A notary drafts your deed of incorporation and files it with the KVK (the Dutch Chamber of Commerce). And the whole process takes just 3 to 5 business days.

In this guide, I'll take you through the full setup process: what you actually need, the step-by-step registration, the real costs, and what happens once you're incorporated. By the end, you'll know exactly what to prepare and what to expect at each stage.

What is a BV in the Netherlands?

A BV (besloten vennootschap) is the Dutch equivalent of a private limited company, comparable to a UK Ltd or a German GmbH. It's a separate legal entity, meaning the company itself owns assets, signs contracts, and carries debts, not you personally.

Key features of a BV company include:

  • Fast to set up: Formation takes 3 to 5 business days once your documents are ready. Non-residents can complete the entire process remotely.
  • Low minimum capital: The minimum share capital to set up a BV is just €0.01. The 2012 Flex-BV reform scrapped the previous €18,000 requirement.
  • Limited liability: Your personal assets stay protected if the business runs into debt or legal trouble. Only the BV's own assets are at risk.
  • Open to foreign ownership: Directors and shareholders can be individuals or companies, with no restriction on nationality or residency.
  • Tax treatment: Profits up to €200,000 are taxed at 19%. Anything above that moves to 25.8%, among the lower starting rates in Western Europe.

BV vs NV: what's the difference?

A BV and an NV (naamloze vennootschap) are both Dutch limited liability companies. An NV is designed for public companies and a BV is built for everyone else. If you're a non-resident founder, a BV is almost certainly the right business vehicle for you.

The core differences:

  • Share capital. A BV needs just €0.01 minimum; an NV requires €45,000.
  • Share transfers. BV shares can only be transferred by notary deed; while NV shares transfer freely.
  • Public listing. An NV can list on a public stock exchange; a BV only issues private shares.
  • Governance. An NV must have a board of directors and meets stricter requirements; a BV needs just one director and one shareholder.

In practice, the NV mainly suits companies already public or preparing to go public. If your business grows and you want to list later, you can convert a BV into an NV at that stage rather than starting there.

Can a non-resident setup a Dutch BV?

Yes. You can set up a Dutch BV without living in the Netherlands, holding a Dutch passport, or being an EU citizen. Directors and shareholders can be foreign individuals or foreign companies. Dutch law places no residency requirement on either role.

The process runs entirely remotely. You sign your deed of incorporation using a notarized power of attorney instead of appearing in person. Identity verification happens by video call or certified documents. Most non-resident founders never visit the Netherlands during setup.

Two things you still need regardless of where you live:

  • registered Dutch business address for the company (a virtual office address satisfies this)
  • valid ID for every director, shareholder, and ultimate beneficial owner (UBO).

However, if you're planning to physically relocate to the Netherlands rather than run the company from abroad, you may require a residence permit from the IND.

Is a BV the right structure for you?

A BV is the most common business structure used by foreign entrepreneurs in the Netherlands.

Even with that said, the right Netherlands company formation depends on what you're actually trying to achieve: start something new, expand existing company, or test the market before committing.

StructureLiabilitySetup timeRight for
BVLimited to capital contribution3–5 business daysMost non-resident founders, holding structures, standalone Dutch companies
Branch officeParent company fully liable1–2 weeksTesting the Dutch market without creating a new legal entity
Subsidiary (BV with corporate shareholder)Limited to capital contribution3–5 business daysForeign companies wanting a separate liable Dutch entity
Sole proprietorshipUnlimited personal liabilitySame-dayNot recommended for non-residents; no liability protection and requires genuine local presence

What are the requirements to set up a Dutch BV?

Setting up a Dutch BV requires four things: minimum share capital, at least one director and shareholder, a registered Dutch address, and a notary-drafted deed of incorporation.

  • The legal minimum share capital is €0.01. However, many BVs are incorporated with a €1 share capital, split across 100 shares with a nominal value of €0.01 each.
  • At least one director and one shareholder are required, and they can be the same non-resident person or company, with no nationality or residency restriction.
  • A registered Dutch business address is required for the company, and a virtual office address satisfies this requirement.
  • A civil-law Dutch notary must draft and file the deed of incorporation before your BV can legally exist.

What is the process to set up a Netherlands BV?

Setting up a Dutch BV is straightforward. The process typically involves seven steps as laid out below and non-residents can complete every one of them remotely.

  1. Choose your company name: Check availability with the KVK to avoid conflicts with existing trade names or trademarks.
  2. Prepare your documents: Gather valid ID's for every director, shareholder, and ultimate beneficial owner (UBO), plus proof of address. Corporate shareholders also need their company's incorporation documents.
  3. Obtain a Dutch business address: A virtual office address satisfies this requirement as you don't need a physical office space.
  4. Draft and sign the deed of incorporation: A civil-law notary drafts the deed and articles of association. You sign remotely using a notarized power of attorney.
  5. Register with the KVK: The notary files your company with the KVK, the Dutch Chamber of Commerce, and registers your UBOs at the same time. You receive your KVK number within one to three business days.
  6. Get your VAT number: Requesting a VAT number with the Dutch tax authority, the Belastingdienst, will take a few working days. The tax office may take 2-4 weeks for a decision, and in some cases, a special procedure for foreign-owned companies is necessary.
  7. Set up eHerkenning: This is the login you'll use to file corporate tax returns and manage official filings online. Apply for it once your KVK number arrives, since some providers require it to verify your registration first.

Once these seven steps are done, you're ready to open a Dutch business bank account and start trading.

How much does it cost to set up a BV in the Netherlands?

The costs for incorporating and running a Dutch BV are set out below:

ItemCostsNotes
KVK registration fee€85.15Fixed cost by the Chamber of Commerce (KVK)
Notary fees (deed of incorporation)€300–€1,500Varies by notary and structure complexity
Share capitalFrom €0.01Legal minimum, Many founders opt for €1 (100 shares at a €0.01 nominal fee)
Accounting fee€2,500–€4,000Varies by provider

The notary fees for Dutch company formations for locals can be as low as €400. For foreigners, the pricing is generally higher due to additional compliance costs. Notaries may charge anywhere between €300 and €1500 extra due diligence and deed translation costs on top.

Add these together and a straightforward BV business structure typically costs between €400 to €1,600 in total setup costs. Combined with on-going running costs, this total figure will range from €2,900 to €5,600.

The truth is many foreign entrepreneurs opt for the hassle-free process of using a local company formation agent rather than the DIY route.

Our team can help you from here. Since 2017, Intercompany Solutions has guided over 2,000 international founders with their company formation, tax, and legal requirements in Holland. Our fixed fee service starts from €2,295 including the notary and government fees.

What are the tax rates for a Dutch BV?

A Dutch BV is subject to three main taxes:

  • Corporate income tax: Starting at 19% on taxable profits up to €200,000, rising to 25.8% above that threshold.
  • VAT: 21% for most goods and services with a reduced 9% rate for certain categories. 0% for intra-EU and export transactions.
  • Dividend tax: Dutch BV's are subject to a 15% tax withheld on distributions.

The tax substance requirements for a BV

To benefit from the Netherlands' tax treaty network, your BV needs real management and control here, not just a registered address. Tax residency depends on where key decisions are actually made.

This matters most for holding structures relying on the Netherlands' 95+ tax treaties to cut withholding tax on cross-border dividends, interest, or royalties.

How to meet substance requirements

  • Hold board meetings in the Netherlands regularly, not just on paper.
  • Keep business meeting minutes recorded and stored locally, rather than drafted after the fact.
  • Ensure at least one director is based in the Netherlands who is genuinely involved in business decisions.
  • Avoid managing the BV entirely from abroad as this risks losing treaty benefits through foreign tax residency.
  • Consider a trust or management company to hold meetings and maintain records if you can't provide a local director yourself.

What happens after BV incorporation?

BV incorporation is the starting point, not the finish line. Three things follow: ongoing compliance, your business bank account, and any sector-specific permits.

Ongoing compliance

Starts immediately, not after your first year:

  • Bookkeeping from day one
  • Quarterly VAT returns
  • Annual financial statements filed with the KVK, due within 12 months of your fiscal year end

Late filing can result in personal liability in specific cases. This is why most non-resident founders hand their filings to an accountant rather than tracking Dutch deadlines from abroad.

Your business bank account

Needed to pay suppliers, receive customer payments, and deposit your share capital. Many Dutch banks offer remote account opening for non-residents, although processing times vary by provider.

Will I need a Dutch business permit?

Most BVs don't need any permit beyond standard KVK registration. A few common exceptions are worth knowing before you start trading:

  • Import and export businesses need an EORI registration, which typically takes 1–2 weeks.
  • Financial services and payment companies face the most demanding licensing, since these are regulated by the Dutch Central Bank (DNB) or the Authority for the Financial Markets (AFM).
  • E-commerce brands selling food, cosmetics, or supplements may be subject to national and international health and consumer protection codes.
  • Crypto platforms may require a license, depending on the exact business activity so it's worth checking your specific case.

If your business falls outside these categories, you can usually start trading as soon as your KVK registration is complete.

Need help with your Netherlands BV formation?

You've read the process. But liaising with the KVK, a Dutch Notary, and the Belastingdienst from another country is its own job.

Here's why foreign founders choose us:

  • Since 2017, our team has registered BVs for 2,000+ founders from 50+ countries across North America, Europe, Asia, and Latin America.
  • Fixed pricing, confirmed before you commit, with no hidden fees added once the process starts.
  • One team offers a turnkey service including formation, VAT, accounting, and payroll, so you're not having to coordinate with separate providers.
  • We're based locally in Rotterdam and deal with both the KVK and the Belastingdienst daily.
  • The entire process runs remotely. Founders complete BV formation without ever visiting the Netherlands.

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