A B.V. (Besloten Vennootschap) is one of the most common company structures in the Netherlands. A B.V. is a private limited liability company, which is frequently used by both foreign and local investors to carry out business activities in the Netherlands.
During the last six years, Dutch company law has made setting up a B.V. easier and more affordable. One example is the abolition in July 2011 of the need for a ministerial “Declaration of no objection”. This has shortened the company formation process and lowered the costs.
Furthermore, on 1 October 2012, the flex B.V. act came into force. This act eliminates the minimum capital requirement to set up a B.V. (this was previously set at 18,000 euro).
What do you need to set up a Dutch B.V.?
- An identity document: copies of notarised and legalised passports of the director(s) and shareholder(s);
- Proof of address of the director(s) and the shareholder(s) – This can be a recent utility bill or bank statement;
- A registered office in the Netherlands as an address for formal correspondence.
What don’t you need to set up a Dutch B.V.?
- A local Dutch director is not compulsory; a foreign person can be appointed as the director of a Dutch B.V.;
- A company secretary is not a requirement in the Netherlands. However, it is advisable to appoint a service provider to undertake a housekeeping role to avoid breaching the laws and rules laid down in the articles of incorporation (akte van oprichting). For more details on the role of a company secretary in the Netherlands, please see this link; http://
- Whilst a Dutch bank account is not compulsory it is useful if you are doing business in the Netherlands and/or in other European countries. For more details regarding opening a Dutch bank account, please see the article “Opening a Bank Account in the Netherlands”.
How SME Solutions can Help You Set up a Company in the Netherlands in Six Steps
- We will provide you with the questionnaires to complete
- SME Solutions reviews the necessary identification documents and proof of address.
- Our Dutch Civil Law notary prepares the deed of incorporation (akte van oprichting). This document must be submitted in Dutch (an unofficial translation is normally provided with no additional fees). This document conveys information about the company and governs the rules and regulation of a B.V. It is comparable to the Memorandum and Article of Association combined (if you come from one of the Commonwealth countries).
- We will register the new B.V. with the chamber of commerce (in the Business Register)
- The incorporation is complete and an extract will be provided by the chamber of commerce. An extract provides information about the Dutch company: company name, date of incorporation, name of the company official etc.
You receive a copy of the deed of incorporation, a shareholder register and an extract by email.
We, SME Solutions, offer different incorporation packages depending on your needs. For more information, please visit our website www.smesolutions.nl.
ABOUT THE AUTHOR
Luann Ip is a qualified chartered company secretary, she has been living and working in Europe (London, Luxembourg and Amsterdam) for more than 25 years. She used to work for one of the big four accountancy firm in London, a FTSE company in Luxembourg and two of the top three worldwide trust companies. She has extensive experience serving multinational companies and she is now settled down in Amsterdam.
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