The Role of Dutch Notaries in Business Formation

Intercompany Solutions has been assisting entrepreneurs from all over the world with the establishment of Dutch companies. Since the most chosen option by far is the Dutch BV, we work with notaries most of the time. A notary is someone who incorporates your company before it can be registered with the Dutch Chamber of Commerce. In this article, we will explain in detail why you will need a notary if you want to establish a Dutch BV, what a notary actually does, and how our role is formed within the whole business establishment process.

Since we also take care of various extra services for foreign entrepreneurs with a Dutch business, we have a wide network of excellent notaries that you can profit from. With our expertise, your Dutch company will be set up in just a few business days. This will make it possible for you to start your business activities almost immediately. Would you like to know more about what we can do for you? Or would you like to receive a personal quote? Then please do not hesitate to contact us via the button below.

Summary: While many countries allow for purely digital business registration, Dutch law mandates the involvement of a notary for all BVs to prevent fraud and ensure corporate transparency. The notary is responsible for drafting the Deed of Incorporation, verifying the identities of all stakeholders, and ensuring the company's Articles of Association comply with Dutch civil law. This process creates a "trusted" status for your business, which is vital for opening bank accounts and forming partnerships within the EU.

Notary Responsibility	Why It Matters to You
Identity Verification	Prevents identity theft and ensures legal capacity
Drafting Articles	Creates the "rulebook" for voting, shares, and directors
UBO Registration	Compliance with EU Anti-Money Laundering (AML) laws
KvK Filing	Formally registers the business in the Trade Register
Legal Advice	Ensures you understand your duties and liabilities as a director

If you’re coming from another country to set up a business here, the Dutch love of notaries can seem a bit unusual at first. In some places, starting a company is mostly an administrative task. You basically fill in a form online, pay a fee, and you’re ready to go. In the Netherlands, things work a little differently when it comes to certain business types, such as the Dutch BV (Besloten Vennootschap), which is the equivalent of a private limited company. A BV is an official legal structuresince it protects your personal assets, allows flexible shareholding, and gives you a professional presence in the EU market. Due to this, Dutch law requires a notary to be involved in creating it. The notary doesn’t just stamp papers, but they actually act as a legal safeguard. Their job is to make sure your company is set up correctly, that everyone understands what they’re signing, and that national laws regarding ownership, transparency, and corporate governance are followed.

For foreign entrepreneurs, this role is often confusing at first. You might ask yourself, “Why do I need a notary just to start my business?”. But after going through the process, most founders really do appreciate it. You obtain a company that is legally sound from day one that has clear rules about things like shares and decision-making. So, in this article, we’ll walk you through what Dutch notaries actually do for your BV. We will also cover questions like why the law requires them and how working with a notary makes your business setup smoother, safer, and more trusted by institutions like the government, banks, and partners. If you want to go beyond simply being registered and instead build a company with a proper legal background, a notary is your guide.

What a Dutch notary actually does

So a notary actually has plenty of tasks. Most people generally get in touch with a notary when they want to buy real estate or to create a will. But certain business types also require a notary to be established, since these business types are seen as separate entities. This also creates the limited personal liability that comes with a BV. In short, a notary’s main task is to prepare and execute the notarial deed of incorporation, which is like the legal birth certificate of your BV. This document includes two very important parts:

• All details about the founders and directors
• The articles of association, which set the rules for how the BV operates

The notary  always checks your identity and then verifies that you are actually allowed to act on behalf of any foreign companies involved, and then also confirms that all structural choices make sense legally. They then submit the BV to the Chamber of Commerce (KvK) for official registration and make sure your company receives a KvK number and a VAT registration request where needed. A big part of a notary’s job is essentially fraud prevention. Furthermore, Dutch notaries are obligated to perform due-diligence checks, including obtaining information that helps with obtaining ownership transparency for the UBO verification, anti-money-laundering checks, and reviewing the overall legality of your business activities. This protects both you and your future clients, since a Dutch BV is trusted because a notary made sure it wasn’t created for shady reasons. Another useful role of notaries is translation and explanation. If Dutch law or terminology feels hard to understand, the notary can walk you through everything in English. They want to ensure you fully understand the company you’re about to own. That clarity helps avoid future misunderstandings between shareholders or directors.

Why you need a notary to establish a Dutch BV

So here’s the big question: why do you actually need a notary to form a BV? Short answer: the Dutch government wants BVs to be taken seriously. A Dutch BV can own assets, sign contracts, hire staff, and even raise investment. And if the company fails, shareholders usually keep their private assets safe. That’s powerful. Because of that, the law says a BV must be established through a notarial deed, so there are no shortcuts. The notary checks that everyone involved truly understands what they’re signing. And this is not just a signature, but consent. They verify who owns which shares, who gets to make decisions, and how problems will be solved later. Think of the notary as the referee who makes sure the game starts fairly.

There are a few business types you can set up without a notary, though. For example, a sole proprietorship or a VOF. They’re simpler, but you do lose the safety of limited liability. Most international entrepreneurs don’t want that risk. So if you want the benefits of a BV, a notary is simply part of the package. But honestly? It’s reassuring to have a legal expert double-checking everything before your company takes off.

A notary also arranges things like the share capital, shareholder structure, and the articles of association

When the notary drafts the articles of association, they are basically helping you write your company’s rulebook. It’s not some dusty, boring document that sits in a drawer forever. It shapes how your BV actually works in real life. For example:

• How are new shares issued?
• Who can be a director, and what can they do alone?
• How do shareholders vote, and what type of question needs a unanimous decision?
• Can shares be freely sold, or do others get first rights to buy?

These rules matter a lot later on. Imagine you start with a trusted partner, but a few years down the line, someone wants to leave and sell their shares to a stranger. If the articles of association don’t protect you, that stranger could suddenly sit at your table making decisions about your company. Notaries also help translate your business vision into something solid: growth plans, investor options, and even flexibility for future expansion. They listen to what you want and then turn it into legal language that actually works. It’s a bit like telling a tailor how you want a suit to fit. The notary cuts and stitches the company to match your professional goals.

Ultimate Beneficial Owner registration (UBO)

Every Dutch BV must register its ultimate beneficial owners (often shortened to UBOs). This may sound complicated, but it simply means: who are the people who actually own or control your company behind the scenes? The government doesn’t want anonymous companies where you can’t tell who is in charge. That’s how fraud and money laundering manage to stay alive. So during the formation process, the notary verifies and registers the UBOs. If a shareholder owns 25% or more of the shares or has 25% or more voting rights, they must be recorded as a UBO. If nobody crosses that line, the notary looks at who has the real influence. Foreign entrepreneurs sometimes find this step surprising and complicated, or maybe even unnecessary. They worry about things such as their personal data being exposed to the whole world. But in reality, only limited information is publicly visible on the website of the Chamber of Commerce. The really sensitive information is still hidden in secure government systems. 

Banks, tax authorities, and certain compliance professions may consult these systems, but random people on the street cannot dig through your details. The notary’s role here is to keep everything consistent and legally correct. They examine passports, proof of address, corporate documents if a foreign company is involved, and confirm the ownership chain. If someone wants to hide ownership, the notary will stop the incorporation, as they are legally required to do. Please be informed that this transparency actually protects you too. When you do business in the Netherlands, partners and banks can see your BV is legitimate and trustworthy this way. It’s a strong signal that says, “Nothing shady is going on here, just real entrepreneurship.”Without a notary coordinating this part, the UBO registration process would be much more confusing. With them, it’s simply another box ticked along the way to launching your company.

Information that is especially relevant for foreign founders

Here’s a big plus for international entrepreneurs: you don’t need to travel to the Netherlands to form a BV. Notaries have adapted to the global business world. Today, many incorporations happen remotely through video identification, apostilled documents, or a power of attorney. For example, we work via power of attorney, so you don’t have to travel to the Netherlands to set up a business. This means you can be sitting at home while your BV is officially established in Europe. So how does this work exactly? First, the notary will verify your identity via a secure digital platform or with certified copies of your passport. If a company is the shareholder instead of a private person, you need to provide corporate documents (like articles of incorporation or a register excerpt) with an apostille. The notary reviews everything, prepares the notarial deed, and either schedules a video signing or signs on your behalf using a power of attorney you signed earlier, which is actually very efficient.

This flexibility is especially useful when multiple founders live in different countries. Instead of having to coordinate international travel and other complicated actions, everyone just signs digitally. Thus, time zones become the only minor challenge. And once the BV is registered at the Chamber of Commerce, you can immediately apply for a business bank account and VAT number, and start operations, even before you ever step foot in the country. The notary basically acts as your representative inside the legal system. They make sure Dutch rules are followed while you stay comfortable wherever you are. It’s one of the reasons the Netherlands is considered such a friendly place for cross-border entrepreneurship. You get a fully legal EU company without the stress of booking flights or navigating local offices in person.

Possible changes during the life of the company and what notaries can do for you

A lot of foreign entrepreneurs think the notary’s work ends the moment the BV is registered. The deed is signed, the Chamber of Commerce has issued the documents… job done, right? Not quite. A BV is a flexible structure. It grows, changes ownership, adds new directors, and adjusts its rules, and many of those changes need the notary again. Think of the notary as the official ‘keeper’ of the BV’s structure. Whenever the legal structure shifts, they make sure it’s recorded properly. For example, if you want to bring in an investor, you may issue new shares. That requires a notarial deed. Or if one shareholder wants to leave, the notary will transfer their shares to the new owner and register it correctly. Perhaps your company is growing rapidly and the original articles of association are now too restrictive: no problem, the notary can amend them to give you more flexibility. 

Even something as straightforward as appointing a new managing director or removing one must be registered carefully. This isn’t bureaucracy just for the sake of paperwork. It protects the company’s stability and reputation. Banks, suppliers, and business partners want to know that your BV’s official records match reality. If there’s a dispute between shareholders later on, the notary’s documents become a clear record of what happened and when. So, put simply, your BV will evolve, and the notary is there to make sure those changes are always safe, legal, and recognized by everyone who needs to trust your business.

Costs, timelines, and practical expectations

Of course, hiring a notary does cost money. But the good news is that starting a BV in the Netherlands has become much more affordable over the past decade. The minimum share capital used to be €18,000. Now? You can start with €1 if you want. Most costs now relate to the notary’s time and expertise. Prices vary depending on complexity. For a simple BV with one shareholder, the price is usually lower. If several foreign companies are involved, or if you want a tailor-made structure, expect a bit more. Either way, compared to the legal protection and trust you gain, it’s good value. Timing is also pretty quick. Once all personal and company documents are ready, a BV can often be incorporated within a few working days. 

Remote identification may add a little time, but still, it is far from a long process. The biggest delays happen when founders wait too long to provide paperwork, like passport scans or apostilled documents. Having everything ready upfront speeds the whole journey. One more expectation: notaries are thorough. Sometimes they might ask you for documents or explanations you may find unnecessary. But remember that notaries are responsible for preventing fraud and ensuring compliance with Dutch and EU law. So, if they ask questions, it’s to protect you and the legitimacy of your new BV. A little patience during the formalities goes a long way.

How Intercompany Solutions can coordinate the full notarial process smoothly for you

Getting a registration number is only part of forming a Dutch BV. You also need to construct a business structure that protects you, helps you expand, and lets you do business in a serious market. Dutch notaries are very important in making this happen. From the start, they make sure everything is right: your ownership, your business standards, and your legal base. They help stop fraud, make decisions clearer, prove transparency, and turn your ideas into a structure that banks and others can trust. A BV wouldn't be as trustworthy or legally safe without the notary's help. In this article, you've seen how the notary directs the whole process of creating a business: checking documents, writing the notarial deed, developing your articles of organization, filing registrations with the KvK, and making sure the UBO information is recorded accurately. 

And they don't go away after you incorporate; they're the ones who aid you when something changes in your business later on. Are there new investors coming in? Are shares moving? Are directors coming or going? Laws being changed to let things grow? The notary makes sure that these adjustments are legal and official. You may focus on your business while the framework behind it remains strong. The notary isn't a problem for international founders; they're your local ally. You don't have to go to the Netherlands, go into government buildings, or figure out the system on your own. You can set up the whole thing from anywhere in the world with remote verification, video signing, certified documents, and powers of attorney. A Dutch BV may be thousands of kilometers from your home, but with the appropriate help, it won't feel that way.

And that's where we come in. We have helped many business owners from all over the world swiftly and correctly set up their Dutch BV. We help with every step of the notary procedure, from obtaining the necessary paperwork to scheduling identification, preparing shareholder information, coordinating signatures, arranging translation if necessary, and sending everything to the Chamber of Commerce. Our team knows exactly what notaries need and how to keep things running smoothly so you don't have to deal with delays or a lot of paperwork. We maintain helping with practical things like applying for a VAT number, tax aid, and continuing compliance to keep your business healthy and respected after the BV is set up. You receive a Dutch business structure that works, without any stress or confusion about the law. We'll help you every step of the way if you're ready to make your dreams into an actual, working business in the Netherlands. The notary takes care of the legal side, and we make sure everything goes well. You come up with the idea, and we'll help you make it a solid Dutch base.

The many services we can offer you

Intercompany Solutions has assisted hundreds of foreign entrepreneurs from over 50 different nationalities. Our clients range from small one-person startups to multinational corporations and everything in between. Our processes are aimed at foreign entrepreneurs, and, as such, we know the most practical ways to assist with your company registration. We can assist with the full package of company registration in the Netherlands, either ourselves or via trusted and professional partners we work closely with:

• Company establishment in the Netherlands
• Application for a VAT or EORI number
• Application for foreign VAT numbers
• Startup assistance
• Accounting services
• Administrative services
• Secretarial services
• Legal assistance
• Payroll administration
• Tax services
• OSS returns
• Intra-Community transactions declarations (ICP)
• Acquiring an Article 23 license
• Obtaining E-herkenning for your company
• Acquiring or closing G-accounts
• Transfer of shares
• Dutch company closures
• General business advice

We are constantly improving our quality standards to continually deliver impeccable services.

How Intercompany Solutions can assist you with all tax-related matters

Would you like to set up a Dutch BV? Or would you like to expand your already existing foreign business to the Netherlands, for example, via a holding structure? Then we are always ready to assist you. We have helped thousands of foreigners this way so they can expand their activities overseas and generate more income and success that way. We can also help you with additional services, like the ones we already mentioned above. Our services are specifically aimed at foreigners who want to establish a business presence here. Please give us a call if you would like to know more about what we can offer you and the possibilities that are within your reach.