Company formation in the Netherlands 2016-10-20T14:00:51+00:00
Dutch company-formation-and-business-incorporation

Dutch BV incorporation, Dutch company formation, set up BV

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

Proposed name

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.

Proposed objects

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.

Local management

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.

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Also check the website of the Dutch tax authorities.

3 Comments

  1. Mary 24/09/2015 at 11:15 - Reply

    Hello we are UK based company providing IT services to businesses and would like to set up a Dutch BV. We have several questions regarding the establishment of a company in the Netherlands. Is it for example better to set up a Dutch branch or a legal entity, since we have some benefits in the UK if we would incorporate a Dutch branch. Also, regarding having a bank account do we need a Dutch bank account or can still continue using our UK bank account? Thank you Mary

    • Folkert Mijlof 24/09/2015 at 15:21 - Reply

      Dear Mary, If you want to set up a Dutch company however hesitating between a Dutch branch or a Dutch BV, please be aware the biggest difference is that with a BV company you must go to a notary and with a branch company not, so this saves money. The opposite side is that with a Dutch branch the foreign company in the home country is fully liable for everything the Dutch branch is doing. In case you have a Dutch BV, only the BV is liable and not the foreign company because it is legal entity.
      With respect to the Dutch bank account, the Dutch tax authorities does not mind if you still use your foreign bank account in case you have a Dutch branch. With a Dutch BV it is not obliged to have a bank account in the Netherlands but for the substance it is better.
      Please also see our article setting up a Dutch branch

  2. vanessa 21/02/2017 at 17:50 - Reply

    Hi, quick question: if company has the 3 shareholders also as managing directors, is mandatory to pay to all 3 the minimum law required (45k)? How does it work if in first year company does not have enough profit to pay out?

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