BV vs NV: Which Dutch Company Type Suits a Non-Resident?

BV vs NV in the Netherlands is a decision most non-resident founders can settle quickly, and in my experience the answer is almost always a BV. An NV is particularly useful when you need freely transferable shares or expect to raise substantial capital, including potentially through a public listing..

This guide walks through the practical differences, from capital to tax, and clears up a few popular assumptions about the NV that don't hold up. It then gives you a short test to confirm the right choice for your own situation.

BV vs NV in Netherlands: a quick comparison

Here is how the two Dutch company types compare on the points that matter most to a founder setting up from abroad.

What do BV and NV actually stand for?

The BV and NV abbreviations both come from Dutch company law, and the names themselves say a good deal about how the two forms differ.

What does BV mean?

A Netherlands BV stands for besloten vennootschap, which translates as "closed company". It is a Dutch private limited company, comparable to a UK private limited company (Ltd) and closer to a US corporation than to an LLC. "Closed" refers to the fact that its shares are not offered to the public or listed on an exchange, and transfers can be restricted by the articles of association.

What does NV mean?

NV stands for naamloze vennootschap, which literally means "nameless company" in Dutch. The NV is the Dutch public limited company, comparable to a UK PLC. It can be privately held or listed on a stock exchange.

Should a non-resident founder choose a BV or NV?

Start with one question: do outside investors need to buy and sell your shares freely? If the answer is no, you set up a Dutch BV. That is the right answer for nearly every non-resident founder I work with and the situations below show how it plays out.

• Solo founder or freelancer working from abroad: BV. Dutch company law does not generally require shareholders or directors to be resident in the Netherlands. Although tax, immigration, and banking requirements may still be relevant.
• Two or more international co-founders: BV. The articles of association and a shareholders' agreement can set voting rights and what happens if a founder leaves.
• Foreign company opening a Dutch subsidiary: BV, owned by the parent. The Dutch operation becomes a separate legal entity, unlike a branch, where the parent carries the liability directly.
• Startup raising venture capital: BV. Different share classes, including preference shares, can be created in the articles, and investor rights can be set out in a shareholders' agreement.
• Company planning a stock exchange listing: BV first, then NV. Starting as a BV can defer the NV's €45,000 capital and governance requirements until an NV structure is actually needed.
• Large company that needs freely tradable shares from day one: NV. This is the one situation where the NV is the starting point and it comes with the full €45,000 minimum capital.

Share transferability is one of the most important practical differences between the two forms. A BV restricts who can hold and transfer shares, which suits private ownership. An NV is built for shares that move freely between many holders.

Tax does not tip the balance either way, since a BV and an NV pay the same corporate income tax rates.

What's the difference between an NV and a BV in practice?

The difference between NV and BV shows up in five practical areas: capital requirements, share transfer, how the company is run, how profits are paid out and liability. Each one is covered below.

Both forms share two exceptions. Directors can still face personal liability if accounts are filed late and the company later goes bankrupt. Companies meeting the statutory conditions for the Dutch structural regime may be required to have a supervisory board.

For a non-resident founder starting out, the BV's lower capital requirement and flexible governance make it the more practical form.

Do a BV and NV pay different taxes?

No, a BV and an NV do not pay different taxes. Both company structures are taxed the same way on the four points below.

How do the setup costs compare for a BV and NV?

Both company structures pay the same KVK registration fee of €85.15. The Dutch NV adds a much larger cost, as it needs €45,000 in share capital versus just €0.01 for a Dutch BV.

Notary fees are not set by law so the costs depend on the notary you use. The KVK fee is the only fixed cost.

For a competitive quote that covers the notary, the KVK fee and legalization, see our Netherlands company formation page.

Can you start with a Netherlands BV and switch to an NV later?

Yes, a BV can convert into an NV by notarial deed of conversion. This happens once the company meets the NV's requirements, including the €45,000 minimum capital.

Key requirements include

• A shareholder decision to convert
• A notarial deed with new articles of association
• An accountant's statement confirming the BV's equity, on a date within five months before the conversion, at least matched its paid-up capital

When converting makes sense

• You are preparing a stock exchange listing.
• You plan to raise capital for the business.

When it's too early

• You want outside investors in a private company. A BV can bring them in under a shareholders' agreement.
• Your shares don't need to trade freely. Converting early adds the €45,000 capital requirement and more formal governance for no benefit.

For most non-resident founders, the better route is to set up a BV now and convert only if your plans change.

What do founders usually get wrong about BV vs NV?

Founders most often misjudge four points when comparing a BV and an NV. The facts on each are below.

• An NV is not a bigger or better BV. It is built for freely tradable shares, and the BV is the standard form for private businesses and foreign-owned subsidiaries.
• NV shareholders are not anonymous. An unlisted NV must register its ultimate beneficial owners in the UBO register held by KVK, and individual bearer shares were abolished in 2020.
• A BV can take outside investors. Share classes and investor rights can be set in its articles of association and in a shareholders' agreement.
• A BV needs €0.01 of share capital, not €18,000. The €18,000 requirement ended with the 2012 Flex-BV reform.

If you want the wider picture, our Dutch company types guide compares every structure.

Your BV vs NV questions answered

Need help setting up a BV in the Netherlands?

Choosing a BV is usually straightforward for non-residents looking to start a business in the Netherlands. Setting it up from another country, through the notary and the KVK, is where support helps most.

Why foreign founders choose Intercompany Solutions:

• Since 2017, our team has helped 2,000+ founders from 50+ countries register the right structure.
• We advise on structure before you commit, so you're not stuck unwinding the wrong one later.
• Fixed pricing, confirmed before you commit, with no hidden fees added once the process starts.
• One team covers formation, VAT, accounting and payroll, so you're not coordinating separate providers.