Shareholders

A Dutch private limited liability company is established by at least one incorporator, which can either be a legal entity or an individual. The entity or individual, resident or foreign, can act both as an incorporator and a complete management board for the new company. A noteworthy fact is that a Dutch BV can be registered entirely remotely by the director(s) and shareholder(s), making it easier for foreign entrepreneurs to establish a Dutch BV.

It is also not mandatory to have a secretary. If there is only one shareholder, this does not result in personal liability, since the point of a limited liability company is the absence of personal liability for any debts made with the company. Still, the name of the shareholder will appear on the registration certificates of the company prepared by the Dutch Chamber of Commerce. Shareholdings are recorded in the register of shareholders maintained at the company’s office.

Incorporation deed

To start a business in the Netherlands, an incorporation deed is drafted in the presence of a public notary and submitted to the Trade Registry at the Dutch Chamber of Commerce and to the Tax Office. The official incorporation deed must be prepared in Dutch (our company will also prepare an English version of the notary deed for your convenience). This document lists the details of incorporators and initial board members, their participation amounts and payments made to the starting equity.

The deed also contains the AoA (Articles of Association) that include, as a minimum, the following details: the full company name, the location of the registered office in the Netherlands, the company purpose, the amount of authorized capital (EUR), the share division and relevant share transfer conditions.

Company name

Intercompany Solution will check, before we establish your Dutch business, whether the chosen company name is not already in use as a trademark or a commercial name. This is done because the holders of prior registrations have the right to that name and using it would entail copyright infringement. The name of your company must either end or begin with ‘BV’. In addition to the company name, a BV has the freedom to choose one or several trade names to label the business or secular parts of it.

Shares and share capital

The ones who incorporate can decide on the amount of share capital, only a minimum share capital of €1 is required. This used to be EUR 18,000 in the past, but since the start of the Flex-BV, there is no real minimum anymore. A single share with a corresponding voting right is required as a minimum. Shares can have profit and/or voting rights, sometimes a share will have profit rights but no voting rights, and vice versa. Dutch private limited companies can have corporate directors and shareholders.

Timeframe

The incorporation procedure to start a business in the Netherlands will usually take 3 to 5 working days. The timeframe depends on how complex the shareholding structure is, and, also, on the prompt provision of papers by the client. The sooner we have all the documentation we need, the easier it will be to establish your business in a timely manner. If you can acquire all documents in one day, sometimes the registration procedure takes only 2 business days.

In order to establish a Dutch company, you will obviously need to fill out the necessary paperwork. The required documents for the formation of a legal entity consist of a legalized copy of valid identification and proof of address. These documents need to be sent with an apostille, which you can obtain at a local notary’s office. Also, a power of attorney is required, which must be signed by a notary for remote formation. Please note, that it is currently not necessary to travel to the Netherlands when you want to establish a Dutch business: the entire process can be executed remotely. All involved shareholders may authorize us to take care of all mandatory filings on their behalf. Other necessary actions, such as applying for a bank account for your company, may also be performed remotely. Only in rare cases does the director need to be present, but this depends entirely on the bank you choose. If this is your preference, we can advise you on practical matters such as these because, in principle, every step can be done remotely.

The whole procedure of company formation in the Netherlands can be completed in only 3 to 5 business days, assuming all the documentation you send in meets the requirements. The largest portion of time is spent on the verification of the documents. Thus, it is very important that you make sure that you send us the correct documentation and what you send is complete.

The procedure for the formation of a Dutch BV is as follows:

After incorporation, private limited liability companies are registered at the Dutch Tax Authorities and as such, the required tax numbers are issued. All Dutch companies have particular obligations and need to submit different tax returns. Next to standard obligations, there are also some advantages, like the participation exemption that we have already mentioned earlier in the article. Another advantage is the possibility of paying yourself dividend. We will outline some standard Dutch tax obligations and advantages below.