TBA & Associates

BV Company Formation

Company incorporation services

With the implementation of the Dutch Civil Code changes in October 2012, forming and managing Dutch limited companies, particularly the BV (a highly favored legal structure in international contexts), has become more business-friendly and versatile.

TBA offers comprehensive support for establishing Dutch entities, whether they are private limited companies (BV) or public limited companies (NV). We can facilitate the registration of your Dutch entity efficiently, at competitive rates, and within swift timeframes.

Company information

Principal Corporate Legislation.

Corporate Information

Legislative Framework: The primary corporate legislation governing operations in the Netherlands includes:

  • Netherlands’ Commercial Code
  • The Flex-BV Act 2012

Incorporation Process

To initiate the incorporation process, a Public Notary is provided with the necessary information and documentation to draft the Articles of Association. These articles are subsequently submitted to the Dutch Ministry of Justice.

Before the formal incorporation can proceed, the Ministry of Justice must issue a “Certificate of No Objection.” Once this certificate is obtained, the notary executes the Articles of Incorporation. The newly established BV must then be registered with the Trade Registry of the Chamber of Commerce. While the official documents are prepared in Dutch, English translations are available upon request.

Trading Restrictions

Certain specified groups, including those engaged in banking, insurance, financial services, consumer credit-related services, and employment agencies, are subject to trading restrictions.

Corporate Powers

A company incorporated in the Netherlands possesses the same legal powers as a natural person.

Availability of Shelf Companies

Yes, shelf companies are available.

Legislative Language and Corporate Documentation

All legislative texts and corporate documents are in Dutch.

Registered Office Requirement

Yes, a registered office must be maintained within the Netherlands.

Incorporation Timeline

The process of incorporation typically takes approximately one week.

Name Limitations

Company names must not be similar to or identical with existing entities, well-known names already in use elsewhere, suggestive of illegal activities, deemed undesirable, obscene, offensive, or implying royal or government patronage.

Language of Company Names

Company names can be expressed in any language utilizing the Latin alphabet. The Registrar may request Dutch or English translations to ensure compliance with naming regulations.

Names Requiring Consent or Licensing

Specific terms such as “Bank,” “Building Society,” “Savings,” “Loans,” “Insurance,” “Assurance,” “Reinsurance,” “Fund Management,” “Investment Fund,” “Trust,” “Trustees,” “Chamber of Commerce,” “Co-operation,” “Council,” “Municipal,” or their foreign language equivalents, as well as any name in English or a foreign language that suggests association with the banking or insurance industries, may require consent or licensing.

Suffixes for Limited Liability

Companies with limited liability in the Netherlands commonly use the suffixes “Besloten Vennootschap (BV)” and the newer “Flex-BV.”

Disclosure of Beneficial Ownership to Authorities

While there is no requirement to disclose beneficial ownership to authorities, it’s important to note that if a company has a single shareholder, this information becomes a matter of public record.


Authorised and Issued Share Capital

Since October 1, 2012, there is no minimum authorized share capital, and it can be denominated in any currency.

Classes of Shares Permitted

Registered shares with transfer restrictions are allowed. Various types of shares, including those with or without voting rights, are now permissible.


Corporate taxation in the Netherlands is based on annual accounts submitted to Dutch tax authorities. Companies can choose their year-end.

Corporate Tax Rates

  • 19% for taxable income up to €200,000
  • 25,8% for taxable income exceeding €200,000

Value Added Tax (VAT)

  • Standard rate: 21%
  • Reduced rate: 9% and 0%

Double Taxation Agreements

The Netherlands has more than 95 double tax treaties in place.

License Fee


Annual Return

Companies must file an Annual Return, detailing shareholders and current directors, each year.

Financial Statements Required

All Dutch companies must file accounts with the Chamber of Commerce. Dutch private limited companies must undergo auditing if they meet specific criteria.


A minimum of one director is required, and they can be natural persons or corporate bodies of any nationality. Dutch tax treaties typically require a company to demonstrate Dutch residency, suggesting a majority of directors should be based in the Netherlands.

Company Secretary

Not applicable.


A single shareholder is the minimum requirement.

Advantages of Registering in the Netherlands

Important Aspects of Dutch BV Company:

BV is a legal entity with its own legal rights and obligations.

Abolishment of the minimum capital requirement for Dutch BVs, eliminating the need to transfer minimum share capital before incorporation.

A Dutch notary deed is necessary for incorporation, containing the BV’s articles of association.

Flexibility to create different types of shares, including those with variable voting rights.

The incorporation of a BV must be done by notarial deed containing the articles of association of the BV (we take care of this process on our clients’ behalf).
The BV is able to create types of shares, including variable voting rights.

The BV can issue non-voting shares and shares without profit rights, if permitted by the articles.

Shares of a BV can be denominated in a currency other than the Euro.

The BV must be registered with the Dutch trade register and file annual reports there.

Tax Planning through the Netherlands

The Netherlands may not be considered an offshore finance center due to relatively high corporate tax rates. However, it offers several advantages, such as:

Holding companies

Under specific conditions, a Dutch company may qualify for the “participation exemption,” exempting it from corporate tax on income and capital gains from qualifying shareholdings.

Finance Companies

No withholding taxes on interest paid by a Dutch company to a non-resident. Many Dutch tax treaties allow foreign companies to pay interest to a Dutch company without withholding or with reduced withholding tax rates. This makes the Netherlands an attractive location for inter-company loans.

Licensing Companies

No withholding tax on royalty payments from a Dutch company to a non-resident. Similar to interest payments, Dutch tax treaties often provide for zero or reduced withholding tax on royalties. Specific margin requirements may apply.

The Netherlands’ extensive network of double taxation treaties enhances opportunities for structuring international financial transactions efficiently.

Register your Company today!

Our Business Development Team is ready to guide and assist you to discuss all options you have and to provide you with all the support you need to enable you to take the right decision facing your specific needs!

All our Consultancy and Advisory services are completely FREE!

Packages and Prices!


Year 1 Incorporation and service fees.
Optional Services (Bank Account opening, Nominee services, Certification of documents, amongst others).
Annual Renewal service fees for year 2 and subsequent years, to keep your company in good standing and full Compliant at all times.

Our company licensing services

— What we do and do not do

Our company is EXCLUSIVELY engaged in assisting worldwide clients, either individuals or corporate entities, to get duly and properly licensed with local Regulators and Financial Authorities to get respective official licenses to legally carry out their cryptocurrency or financial related business activities.

TBA & Associates Tax Business Advisors does not provide or carry out any sort of Cryptocurrency or Financial services!

Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.

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