Set up Dutch BV Company | Netherlands Incorporation Services

Updated on 11 March 2025

Are you looking to expand your business into Europe? The Netherlands offers one of the most strategic and tax-friendly environments for international companies, and the Dutch BV (private limited company) is your key to accessing this potential.

Why Choose the Netherlands?

• Strategic location between major European markets
• Access to world-class logistics (Schiphol Airport & Rotterdam Port)
• Highly innovative business environment
• EU single market access
• Welcoming attitude toward foreign entrepreneurs

The Dutch BV at a Glance

• Minimal capital requirement (just €1)
• Limited liability protection
• Professional international reputation
• Quick setup (3-5 business days)
• Ideal for both startups and established companies

99% of foreign entrepreneurs choose the Dutch BV structure for their Netherlands operations, and for good reason. Similar to the UK's Ltd. or Germany's GmbH, this flexible corporate structure combines robust asset protection with attractive tax benefits and straightforward administration.

Let's explore how you can leverage this powerful business structure to expand your international presence.

The Dutch BV company

Foreign entrepreneurs and international companies starting new activities in the Netherlands set up a Dutch BV company in almost all cases, due to the benefits this legal entity has to offer.

Intercompany Solutions can assist you with the entire incorporation process of a Dutch BV from A to Z.

The private limited liability company is also the most common type of legal entity to establish a holding structure in the Netherlands, which can offer many (financial) benefits.

The main advantage of a Dutch BV is the limited liability any director or shareholder enjoys. This means that you cannot be held personally accountable for any debts you might create with the company. 

Some main characteristics of the Dutch BV:

• Only a minimum share capital of €1 is required to officially establish a Dutch BV
• The shareholders are only liable for the amount paid as share capital, not for any company debts
• The issuing or transferring of shares requires permission from the shareholder(s)
• The shareholders are registered in the Dutch company register
• A foreign company, local company or natural person may be the shareholder or director of the Dutch BV
• Amendments to Dutch Business Law have made it much simpler to incorporate a Netherlands BV, reducing the cost of company formation in Holland greatly

What is involved in company formation in the Netherlands?

Starting a Dutch BV is surprisingly straightforward. At its core, you'll need at least one founder - this can be you as an individual or your existing company, and you can be based anywhere in the world. You'll need to prove your identity with valid documentation, but there's no requirement to be a Dutch resident.

Choosing Your Company Structure

You have flexibility in how you structure your BV. If you're starting solo, you'll be what the Dutch call a DGA (director-shareholder). Alternatively, you can set up with multiple directors and shareholders - the choice is yours. Directors can hold shares but aren't required to, giving you freedom in organizing your company's leadership.

Securing a Business Address

Every Dutch BV needs a local address - it's non-negotiable. But don't worry if you're not ready for a physical office. You can either rent a traditional office space or use a virtual business address service. Both options are perfectly legal, as long as they're within the Netherlands.

Naming Your Company

Your company name needs to be unique and appropriate for your business activities. We'll help check if your preferred name is available and ensure it doesn't infringe on existing trademarks. This step is crucial as it establishes your company's identity in the Dutch market.

Remember: While these requirements might seem extensive, they're designed to ensure your BV starts on solid legal ground. With the right guidance, you can complete this process smoothly and be ready to start operating in just a few days.

The main steps to establish a Dutch BV

Starting your Dutch BV begins with gathering the right documentation. Whether you're a solo entrepreneur or part of a team, everyone involved will need to provide valid identification. This groundwork ensures a smooth incorporation process.

Documentation Phase

A Dutch notary will prepare two crucial documents: your Articles of Association (AoA) and the official deed of incorporation. These documents outline your company's structure, including details about:

• Management board composition
• Shareholder information
• Business activities
• Share capital
• Registration address

The Registration Process

Once your documents are ready, here's how your BV comes to life:

1. Name Verification First, we'll check and reserve your chosen company name.
2. Document Validation We'll verify all identification and due diligence documents.
3. Legal Formation The notary will formalize your statutory documents and incorporation deed.
4. Official Registration Your company gets registered with the Dutch Chamber of Commerce.
5. Tax Setup We'll handle your VAT number registration with tax authorities.
6. Banking Finally, we'll help you open a Dutch bank account for your share capital.

This entire process typically takes 3-5 business days, after which you can start operating your Dutch BV.

The many advantages of a Dutch BV company

The Netherlands BV is a very flexible and competitive legal entity that basically suits almost every entrepreneur’s needs. It has many advantages and can be used for different purposes.

The most popular and interesting benefits of establishing a Dutch BV are:

Strategic Location

• Prime position in Europe
• Access to Rotterdam Port and Schiphol Airport
• Excellent logistics infrastructure
• Gateway to EU Single Market

Global Operations

• Can function as subsidiary for foreign companies
• Operate as holding company for multiple entities
• Directors can be non-EU residents
• Strong international reputation

Tax Benefits

• Competitive corporate tax rates
• One of Western Europe's lowest rates
• Favorable holding structure options
• Efficient profit transfer system

Cost-Effective Setup

• Minimal starting capital required
• Quick formation process (3-5 days)
• Low administrative burden
• Flexible shareholder structure

Business Growth Potential

• Investment opportunities through shareholding
• Easy expansion into EU markets
• Option to create holding structures
• Dividend distribution benefits
• Professional international image

These are just a few examples of the benefits of owning a Dutch BV, but in practice, there are many more. If you would like to know more about the Dutch BV and what it can offer you, please feel free to contact Intercompany Solutions. We can discuss the personal opportunities this corporate entity has to offer you and how it might benefit your potential for success. 

Legal obligations for the owners of Dutch private limited liability companies

Once you are the proud owner of a Dutch BV, keep in mind that you are tied to several legal obligations to keep your business running correctly and consistently.

For example, you are obligated to publish annual statements. Publication of the annual statements of the Dutch BV is subject to a few requirements. This includes, among other things, the notary deed of incorporation, the share capital and details on the directors and board members.

The incorporation deed provides information on internal processes and decision-making within the company, such as the responsibilities of the directors and the rights and obligations of the shareholders.

The shareholders may vote to appoint the director(s) of the company. Larger corporations may also have board members, this is generally the case above a specific amount of profit annually or when the total number of staff that work for your company exceeds 50. The majority shareholder(s) and directors are registered to be affiliated with the company with the Dutch Chamber of Commerce. 

Annual reporting requirements for Dutch BV’s

The Dutch BV is obligated to prepare annual financial statements for its shareholders.

The annual statements have to be prepared according to the rules and regulations written in the civil code of Dutch company law.

Annually, the company is required to publish a limited balance sheet, which is usually executed by your accountant. Stricter auditing requirements are necessary for companies that have:

• Over 12,000,000 EUR turnover per year,
• a balance sheet of over 6,000,000 EUR, or 
• more than 50 employees.

The publication of the annual statement needs to be made at the Company Register of the Dutch Chamber of Commerce.

This publication needs to be made within 13 months after the end of the fiscal year. When you exceed this timeframe, the director(s) can be held liable in the event of a late publication.

Every year, the shareholders should hold a general meeting. The purpose of the meeting is to discuss the annual report and review the management’s performance. 

Contractual obligations

Furthermore, if your company also has employees, keep in mind that you will need to comply with all Dutch employment laws.

This involves quite some requirements, such as being able to adhere to minimum wage requirements, drafting correct and proper employment contracts that are in line with the market you operate in, offering a healthy and normal work environment and following all legal regulations that are related to matters such as working hours, leave and termination of the contract.

There are plenty of sources online to check on such matters, but we strongly advise hiring a lawyer or specialist in employment law.

Next to contracts with employees, Dutch BVs also regularly enter into contractual agreements and therefore obligations with others, such as companies and clients. You need to ensure that you meet all obligations that are outlined in these contracts if you want the other contracted party to comply as well. 

Other noteworthy legal obligations

There are some other separate obligations you should familiarize yourself with. If you want to change something in the structure or management of your BV, then this should always be reported to the Dutch Chamber of Commerce, if the change is significant enough. This includes changes to the registration address of your company, changes in the board of directors, and any changes to the AoA. Next to that, you should also consider data protection under the General Data Protection Regulation (GDPR).

If your company processes any data, which is almost always the case since you deal with personal details of clients and business partners, then you need to comply with this regulation.

Furthermore, consider the possible need to comply with certain national and international environmental regulations. This largely depends on the nature of your business.

Compliance could include obtaining certain permits, a specific way of dealing with raw materials and waste, and general adherence to legal guidelines in order to minimize the environmental impact of your business.

Assisting entrepreneurs with compliance

Intercompany Solutions can assist your company with compliance and adherence to all necessary laws and regulations. Besides filing all annual financial statements, ensuring compliance with financial regulations is crucial. This includes proper accounting practices, maintaining financial records, and compliance with any industry-specific financial regulations. If you do not comply, the consequences can be very severe.

Intercompany Solutions is specialized in assisting and setting up Dutch companies for foreign entrepreneurs. Some possible services we offer that can help you navigate all obligations and stay compliant with Dutch law are, for example:

• Appointing a corporate secretary who manages activities such as acquiring a local bank account
• Applying for a VAT and EORI number
• Maintaining all company documents
• Assist you with all legal and financial inquiries
• Administrative and secretarial services

The director(s) and/or board of the company are responsible for fulfilling the tax obligations and maintaining proper accounting. The Netherlands BV company needs to file several different tax returns, either annually, quarterly or monthly. This generally depends on the size and scope of the company itself.

Our advice is to hire a professional accountant if you have a large company or corporation, as this can save you an immense amount of time and effort. Plus, it will eliminate any risks regarding compliance beforehand.

Next to that, all laws and regulations may change over time. In such cases, seeking professional advice ensures that you are always compliant with the latest requirements.

Contact us if you would like to establish a Dutch BV or need any of our other services.

Need help with setting up a Dutch business?

Request a free consultation

Our professional team has many years of experience in the incorporation of Dutch companies, including the Dutch BV. We will happily help you with all your queries regarding the subject, including extra services such as business registration and assistance with tax returns, for example. We work at standardized and highly competitive rates, making it possible for every foreign entrepreneur to start a Dutch business.

Or read more about the Dutch BV company: Setup, Benefits, Requirements

About Intercompany Solutions

Operating since 2017, our company has helped thousands of clients from 50+ countries set up their businesses in the Netherlands. Our clients range from small business owners opening their first company to multinationals opening a subsidiary or branch office in the Netherlands. Our experience with international entrepreneurs has allowed us to perfectly adjust our processes in order to ensure the rapid and successful establishment of your company. Customer satisfaction is guaranteed for all the services we offer.

Take a look at some of the services we offer:

You can choose which services you wish us to conduct. In some cases, multiple packages will be necessary, while in other cases, you might only need some advice or a single service. Please always feel free to contact us with any queries you might have, and we will do our best to answer your questions to your complete satisfaction.