The Netherlands

Formation of the Dutch company B.V.

Abbreviation means Besloten Vennootschap (B.V.) and it is a Dutch equivalent of a limited liability company, just like there is Ltd. in the United Kingdom, GmbH in Austria and Germany and American LLC.

Beslooten Vennotschap is therefore a legal person which is separated from the individual who leads it and who is involved in its assets. In the case of self-employed persons and persons in partnership, the personal property of individuals is at risk if there is a claim against the organization, BV shareholders but can only lose the value of the registered capital they subscribe to.

The Dutch company is a legal entity with limited liability that is most commonly used for business in the Netherlands. B.V. is the most appropriate for individuals or a small number of shareholders wishing to operate a limited liability company.

Since the introduction of new legislation in the area of corporate law in 2012, the opening of the Dutch company B.V. has never been easier. In particular, the government has removed obstacles in the form of a demand for high capital. Thanks to an advantageous tax system, a flexible business environment and a strong financial sector, formation of a company in the Netherlands for foreign investors and businesses is very attractive. The Dutch legal system is also popular with rapid and effective law enforcement.

Company name

The company name can be arbitrary and in any language, provided the Latin alphabet is used. In rare cases, you may be asked to translate the name into Dutch or English to verify that the name meets the legal requirements. Your business name, of course, must not be alike or identical to an existing name and must not be obscene or offensive. Additionally are inadmissible names that indiacate the patronage of any government or country.

Registered Representative / Office

Dutch B.V. is obliged to have a registered representative and a registered address in the Netherlands where all official correspondence can be delivered. Both are provided within the company’s founding.

Directors

Dutch B.V. requires at least one person to act as director; there are no restrictions on the nationality or residence of such a person. The names of the directors are registered in the public register.

Shareholders

The Dutch company B.V. must have at least one shareholder. The name of the sole shareholder becomes the subject of public records, but if the company is split between more than one shareholder, details of the identity of the individual shareholders are not public. Nominee shareholders are permitted.

B.V. has a duty to keep a list of shareholders listing the names and addresses of all shareholders, the number of shares they hold and the value of each share. The Articles of Association of B.V. must include transfer restrictions on the transfer of Shares to other than existing shareholders, their spouses and close relatives.

If the shares of B.V. are transferred to the ownership of a single natural person or a single legal entity, the company is obliged to inform the commercial register. The commercial register must be informed of the name and residence of the sole shareholder within one week after the company becomes aware of the fact.

Share capital

Dutch B.V. has no minimum capital requirements.

Required documents and founding documents

For all directors and shareholders of the company, Dutch legislation requires proof of identity in the form of a certified copy of the passport and proof of residence in the form of a certified copy of the real estate services (water, electricity, internet). The notary writes Articles of Association of the company and a Memorandum of Association, which contains information on the number of shares issued, paid up by the registered capital, and the names of the founders, shareholders and directors. Obtaining a statement of non-objection by the Ministry of Justice takes about 2-3 days. Subsequently, the company enters into the Commercial Register.

Registration number

The company is registered with the local Chamber of Commerce and thus obtains its registration number. Membership in the Chamber of Commerce is mandatory and fees depend on the number of your employees.

• The initial annual fee for a company with less than 50 employees is € 125
• A medium-sized company with 50-250 employees is subject to a fee of 300 EUR

How long the formation takes

The formation of a new company takes about 10 business days from the moment we receive the identification documents.

Personal participation

There is no need for a visit to the Netherlands, but in rare cases a notary may request the personal presence of the future director of the company.

Administration

The Dutch company B.V. is obliged to file a tax return together with the financial statements to the Company Registrar by 31 July each year.

Another duty is to file a tax return to the tax office within six months of the end of the tax year.

Auditing its annual financial statements is the B.V. company obliged only if it fulfills two of the following three conditions:

• The total assets of the company are greater than EUR 6,000,000.
• The annual turnover of the company is more than EUR 12,000,000.
• The average number of employees in the company is more than 49.

Tax Registration

The registration at the local tax office takes approximately 4-6 weeks and after the successful registration, the company will receive a Dutch tax number.

Summary

• The formation of the company takes about 10 business days
• Directors – At least one person must be appointed, without limitation of nationality or residence
• Shareholders – The company must have at least one shareholder
• Registered capital – there is no minimum capital requirement, 1 cent
• A visit to the Netherlands due to the formation of a company is not necessary
• Support – thanks to our experience we will successfully complete the whole process of formation – just contact us