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Set up Dutch BV company

Entrepreneurs and international companies starting in the Netherlands generally incorporate limited liability companies, in Dutch ‘’Besloten Vennootschap’’ (B.V.)

The Dutch BV company is similar to the English Ltd. or The German UG company.  The Dutch BV is also the most common type of company structure for setting up a holding company in the Netherlands.

The main characteristics of the Dutch B. V. which are referred to in the law, are:

  • A share capital deposit, with a minimum of €1
  • The shareholder’s liability which is limited to the paid-up capital
  • The transfer of shares, as well as the issuing, requires shareholders permission
  • The shareholders are registered in the Dutch company register
  • A shareholder may be a natural person, a limited company, a foundation and foreign legal entities

Amendments to the Dutch Company Law have made it much simpler to incorporate a Dutch BV, reducing the cost of a company formation in Holland greatly.

Requirements for opening a Dutch BV

The Dutch Limited may have founding members which are (foreign) companies or individuals. The Dutch Company Law allows the BV to be formed with one or more director(s) who may be the shareholder(s) as well. The main advantage of a Dutch BV company, as opposed to the Dutch NV company, is the minimum share capital of €1.

The main requirement for a Dutch limited liability company is to have a local Netherlands business address.

The main steps of registering a Dutch BV

A public notary will draft the articles of association. The official documents in Dutch should contain information on the management board, shareholders, the companies business activity, the share capital and registration address.

After drafting the articles of association and the formation deed, the procedure for registration will start. The main steps include:

  • verifying the availability of the company name, and reserving the name
  • submitting the notarized statutory documents and deed of incorporation
  • registering in the commercial registry of the Netherlands
  • registering with the tax authorities
  • open a bank account and deposit the company capital
  • commence of business operations

Legal obligations for a Dutch limited company

Public disclosure of the Dutch B.V. is limited, it includes the incorporation articles, board members, share capital and annual depositing of the balance sheet. Information of the majority shareholder(s) must be registered in the public records with the Dutch corporate registry.
The incorporation articles serve as internal operating documentation for the details of the company, its responsibilities, the duties and rights of the shareholders and directors.
The shareholders decide the management of a company by voting whom will represent the company at the board. The company activities are controlled and executed by the board.

Assisting entrepreneurs with compliance

Intercompany Solutions is specialized to assist and support companies owned by non-resident shareholders.
Possible services include the appointment of a corporate secretary who manages activities such as assisting with acquiring a registered office and maintaining corporate records for the company.

The management board has the responsibility for the rightful filing and following accounting requirements. A Dutch B.V. company has obligations to report financial statements to the shareholders on a yearly basis.  The BV company needs to file VAT tax returns, either quarterly or monthly.

The rules for such reporting are written in the Civil Code of the Netherlands company law.
Audit requirements apply if certain turnovers, balance sheet totals or number of employees of the company requires it to.

The filing of an annual statement and balance sheet has to be done at the Chamber of Commerce. The filing has to be made after the years’ end, and not later than 13 months after.
The non-filing of the balance sheets can lead to liabilities and penalties for the management.

Once a year the company must hold a general shareholders meeting. The objective of the shareholders meeting is to make decisions regarding the annual accounts as well as review the performance of the management. The meeting between privately owned companies is generally an informal event, as shareholders are quite familiar with each other and do not see a need to keep official notes of the meeting.

BV Incorporation FAQ

Can I incorporate a BV remotely?

Yes. Foreign entrepreneurs may incorporate a Dutch limited company without having to visit The Netherlands, this can be done by granting a power of attorney to our staff. A slightly different procedure is conducted in this case.

Can anyone set up a BV no matter where they are located?

Yes. The Netherlands is a country open to foreign investors. Any person of any nationality may become a shareholder of a Dutch Limited Company.

Can I open Dutch Bank Account?

Certainly, our company will guide you in opening a Dutch bank account.

Do you assist in ongoing company management?

Yes, our a company can assist with managing your company, providing assistance for ongoing activity of your Dutch BV: company management, accounting, local substance.

 

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