Company formation in the Netherlands
Do you want to know more about company formation in the Netherlands or Dutch company formation and incorporation? Setting up a Dutch private limited liability company (Dutch BV) can be quite complex for somebody from abroad. Please find below the procedure and the actions which needs to be taken for the Dutch company formation and incorporation.
MFFA Tax advice can help and support you step by step through the entire process of the formation of a BV company or with the set up of a branch in the Netherlands. See also our article Doing business in the Netherlands.
The procedure of company formation in the Netherlands:
The Dutch company formation comprises the following procedure:
- Step 1: A Dutch BV is incorporated by means of a deed of incorporation executed by a Dutch civil law notary. Officially the deed of incorporation is in Dutch. MFFA Tax Advice will provide a full translation.
- Step 2: After the execution, the deed of incorporation needs to be signed by all parties. It is not required to have the incorporator (or its representatives) appear in person before the civil law notary to execute the deed of incorporation. The incorporator may provide a power of attorney to the notary. Please note that the power(s) of attorney has (have) to be signed by (the representative(s) of) the incorporator, duly authorized to do so, and the signature(s) must be legalized by a notary or lawyer. If the incorporator is a foreign company, the signatory’s authority must be confirmed as well.
- Step 3: The BV company in the Netherlands must be registered with the Dutch Chamber of Commerce
- Step 4: The Dutch tax authorities will issue tax numbers
- Step 5: A Dutch bank account has to be opened in the name of the BV.
Specific info about company formation in the Netherlands
A proposed name may conflict with existing names or may be misleading to the public. Therefore, a trade name survey should be initiated with the various Trade Registers of the Chamber of Commerce in the Netherlands. If you provide us the proposed name for the BV, we will check for you if there is any conflict.
The chosen trade name may also conflict with an already existing other intellectual property right, such as a trademark. We can advise you in this respect.
Registered seat and company address
Under Dutch law, the articles of association must state the registered seat of the company, which has to be situated in the Netherlands. It should be noted that the registered seat and the address where the company maintains its main office may be in different cities.
A description of the anticipated business activities of the BV company in the Netherlands must be included in the objects clause of the articles of association.
Capital structure / share capital
The share capital of the Dutch BV can be incorporated with one share with a value of € 0,01 and one voting right. No other requirements are involved.
Power to represent the Dutch BV company
The management board as a whole is authorized to represent the BV company, at law and otherwise. Furthermore, each managing director is authorized to represent the BV. In the event that there is more than one managing director the articles of association may provide that a managing director may only act jointly with one or more managing directors or other persons.
The articles of association may also provide that certain acts of managing directors are subject to prior approval of the supervisory board (if any) or of the general meeting of shareholders. Such restrictions, however, cannot be invoked by or against third parties and, therefore, do not restrict a director’s power to represent the company.
Based on Dutch tax rules issued by the Dutch revenue, the decisions of the Dutch BV must be taken in the Netherlands. Therefore, it is recommended to have one Dutch resident managing director. A Dutch trust service provider can offer this service for you. See also our article about substance in the Netherlands
More info about company formation in the Netherlands?
Do you want more info about the Dutch company formation and incorporation of BV company? You can make an appointment through our contact form or call us on +31 (0)85 00 30140.
Also check the website of the Dutch tax authorities.