Setting up a Private Limited Company in the Netherlands
Establishing a Dutch BV (Besloten Vennootschap)
Incorporation Procedures
The establishment of a Private Limited Company – Dutch BV (Besloten Vennootschap) is a process that unfolds through several sequential steps:
Information and Documentation Submission: The initial step involves providing the required information and documentation to a Public Notary. This information is crucial for drafting the Articles of Association for the company.
Filing of Articles of Association: The drafted Articles of Association are then submitted to the Dutch Ministry of Justice.
Certificate of No Objection: Once the Dutch Ministry of Justice reviews and approves the Articles of Association, they issue a “Certificate of No Objection.”
Notarial Incorporation: The Public Notary, after obtaining the Certificate of No Objection, proceeds to execute the Articles of Incorporation.
Registration with the Chamber of Commerce: The Dutch BV is officially registered with the Trade Registry of the Chamber of Commerce.
Necessary Documents and Requirements
To complete the incorporation process, certain documents and information are necessary:
Power of Attorney
A Power of Attorney is required in situations where the Shareholder/Director (the Client) cannot personally appear before the civil law notary for the execution of the deed of incorporation.
Authority Confirmation Letter
An original authority confirmation letter is essential to confirm the corporate existence of the incorporator and the authority of the person signing the deed of incorporation or the power of attorney.
Personal Data Card
Original personal data cards for each member of the Board of managing directors need to be provided, along with a legalized signature by a notary public or lawyer, and a copy of the signatory’s passport.
UBO (Ultimate Beneficial Owners) Information
Compliance with regulations necessitates gathering information on clients’ identity and the nature of their transactions. This is intended to safeguard the integrity of the Dutch financial sector and prevent money laundering and illegal activities. Required information includes details about the client’s entity, its corporate structure, and its ultimate beneficial owners.
Company Name
The company name must begin or end with ‘BV.’ While maintaining this name, the BV can also opt to register one or more different trade names for various parts of its business.
Corporate Seat and Company Address
The corporate seat must be within the Netherlands, aligning with Dutch corporate law. Typically, it coincides with the company’s office address.
Share Capital
Dutch law no longer specifies a minimum share capital requirement for BVs. At least one share must be issued.
Shareholders
A Dutch BV can be incorporated by one or more shareholders, who can be individuals or legal entities. Personal liability does not arise for a single shareholder; their name will be registered in the BV’s certificates of registration.
Proposed Business Activity
A description of the anticipated business activities of the BV is required for trade name surveys and articles of association.
Deed of Incorporation
A notary public executes the deed of incorporation, which is filed with the Trade Register and tax authorities. The official deed is in Dutch, but translation can be provided upon request.
Directors / Management Board
The deed of incorporation identifies the initial composition of the board of managing directors. Legal entities and natural persons can be appointed as board members, with no requirement for Dutch residency.
Temporary Registration with Chamber of Commerce
Companies can register as a “BV in incorporation” to begin business activities. This registration must later be ratified once incorporation is completed.
Involvement of a Public Notary
A Dutch public notary is essential for the incorporation procedure. Proxy execution is possible for convenience.
Opening a Bank Account
No minimum capital requirement for a bank account is necessary from a legal standpoint.
Registration with the Chamber of Commerce
The BV is registered in the Trade Register, which includes information about statutory name, date of incorporation, registered address, and names of directors.
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 with Tax Authorities
The BV must be registered with Dutch tax authorities and the social insurance office if hiring employees.
Ongoing Compliance
BVs have obligations to maintain an administration, register for tax purposes, and file regular tax returns. Annual financial statements must be prepared and approved by the General Meeting of Shareholders.
Publication in the Trade Register
An abbreviated version of financial statements is filed with the Dutch Chamber of Commerce for public access.
In conclusion, the incorporation process of incorporating a Dutch BV is a comprehensive procedure, necessitating adherence to legal requirements and the involvement of a public notary. The BV is then registered with the Chamber of Commerce and tax authorities, with ongoing compliance obligations, including financial reporting.
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