Procedures to incorporate in the Netherlands
Company formation requirements
Information and documentation is provided to a Public Notary in order to prepare the Articles of Association of the company.
The Dutch Ministry of Justice issues a “Certificate of no Objection”.
Power of attorney
Power of attorney (in the event that the Shareholder/Director (the Client) will not personally appear before the civil law notary for execution of the deed of incorporation).
Authority confirmation letter
An original authority confirmation letter is required to confirm the corporate existence of the incorporator and the authority of the person signing the deed of incorporation or the power of attorney to represent the incorporator.
Personal data card
For purposes of registering each member of the Board of managing directors and, if applicable, the board of supervisory directors with the Dutch Commercial Register, an original personal data card with a signature legalized by a notary public or lawyer, and a copy of the signatory’s passport are required.
UBO (Ultimate Beneficial Owners) information required
It is required by law to obtain assurance on the identity of clients and the nature of the transactions which clients are involved in. The main purpose of these regulations is to safeguard the integrity of the Dutch financial sector and to prevent any involvement in money laundering, financing of terrorist and other illegal activities. Under the applicable regulations we are required to have certain information and documentation in our files regarding a client’s entity, the corporate structure to which the entity belongs and its principals (the true ultimate beneficial owners).
The company name must begin or end with the letters ‘BV’. Apart from its company name however, the BV may freely choose and register one or more different trade names, for labelling the whole or one or more parts of its business. It is advisable to have a (limited) trade name search for the preferred name of the BV to be incorporated, in order to confirm the absence of any infringement on pre-existing names in use in the Netherlands within the same business sector.
Corporate seat and company address
Pursuant to Dutch (mandatory) corporate law, the articles of association of the B.V. must contain the corporate seat of the B.V., which has to be situated in the Netherlands. It is common practice that the corporate seat usually coincides with the address where the B.V. maintains its office.
One of the items required by Dutch Law to be included in the deed of incorporation pertains to share capital. For BV’s, Dutch Law does no longer prescribe a minimum share capital, as long as there is at least 1 share outstanding.
A BV may be incorporated by one or more shareholder, being either individuals and/or legal entities. One single individual or entity alone, whether Dutch or foreign, may be the only incorporator and full management board at the same time; no secretary is needed. If there is only one shareholder, this fact will not entail personal liability, but his name will be registered as such in the certificates of registration of the BV issued by the trade register.
Minimum capital requirement for a Dutch BV
The minimum capital requirement for a Dutch BV has been abolished per 1 October 2012.
A description of the anticipated business activities of the B.V. is required for either the trade name survey and for insertion in the objects provision of the articles of association.
Deed of incorporation
A deed of incorporation will be executed before a notary public and filed with the trade register of the Chamber of Commerce and with the tax authorities. The official deed of incorporation shall be in Dutch, but a translation of it may be provided upon request.
Directors / Management board
The Deed of Incorporation must also identify the initial compositions of the board of managing directors. It is permissible under Dutch Law to appoint legal entities as well as natural persons as board members. These do not have to be Dutch residents. For tax reasons, it is sometimes preferable to have at least one Dutch resident as member of the board.
The management board has unlimited powers to act for the company, as do the individual board members unless restricted by the articles of association. The only restriction allowed, however, is to require joint signatures. Usually, the board is appointed for an indefinite period. After incorporation, the authority to appoint and discharge members of the management board rests with the general meeting of shareholders, unless such authority has been vested in a supervisory board in which a works council is represented. A BV however can do without a supervisory board, as long as it employs less than 100 workers in The Netherlands.
Temporary registration with the Chamber of Commerce
It is sometimes advisable to register the company prior to actual incorporation, in order to allow the company to conduct business as quickly as possible. The BV should then however first be registered as a “BV in incorporation”. Until the incorporation procedure is completed the “BV in incorporation” is in fact a branch/partnership of the incorporator(s).
On incorporation, the company must ratify all the transactions the founders entered into in the pre-incorporation period. The directors/incorporators are personally and jointly liable for acts performed during the pre-incorporation period until ratification by the BV.
Involvement of the public notary
The incorporation procedure of a BV requires the involvement of a Dutch public notary. Under normal circumstances, the incorporation can be done by proxy so that personal attendance of the directors or shareholders is not required.
Opening of a bank account
For a BV, no minimum capital requirement applies anymore, and hence, the BV does, from a legal perspective, no longer require a (Dutch) bank account.
Registration of the BV in the Trade Register
Upon incorporation the BV will be registered in the Trade register of the Chamber of Commerce. The Chamber of Commerce keeps the Trade Register, which contains information about all BVs (and other business entities) incorporated and/or registered in the Netherlands, like statutory name, date of incorporation, registered address, name and authority of directors.
It is noted that also the name and address of 100% shareholders is included in the Trade Register. If it is not desired to disclose the identity of the shareholder, it is recommendable to arrange for shares to be held by a Dutch or foreign third party.
Registration with tax authorities
The BV needs to be registered with the Dutch tax authorities and also with the social insurance office if any employees are to be hired. The tax registration will in essence be done automatically with the first registration of the BV with the Chamber of Commerce. We can monitor this process for you to ensure proper registration.
Registration, administration and filing requirements of a Dutch BV
Every Dutch BV has the ongoing obligation to keep and maintain an administration, to register for tax purposes and to file periodical tax returns. The administration forms the basis for the preparation of the annual financial statements according to Dutch GAAP. After the end of the year the General Meeting of Shareholders should approve of the Financial Statements as presented by the board of directors and discharge the board for any liability in this respect.
An abbreviated version of the Financial Statements must be filed with the Dutch Chamber of Commerce for publication in the Trade Register. The Trade Register is accessible by the public.
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