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Company Formation in The Netherlands

Entity Type: BV (private company with limited liability)


Name Details

Does the name of the company require approval by the Registry or other authorities?

The name or trade name of the B.V. should be sufficiently distinguishable from existing trade names, whether or not registered, and should not be such as would cause confusion to the public.

How many prospective names will you require?

Usually just one. Another name is only required if the name cannot be used as explained above.

Are there any restrictions or limitations on words that can be used in company names?

The characters  “B.V.” must be included in the name at the beginning or at the end.

Address Details

Does the company need to provide a registered address?

Under Dutch law there is an official seat (= place not a full address which is mentioned in the articles of association) and a place of business (the actual address of the office of the company).

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

The place of business must be the actual address of the office of the company (see above), visiting address not PO Box

Next to that a correspondence address (PO Box) may be registered, but a correspondence address is not compulsory.

If the client has no physical location in-country, can they use your address for the purposes of registration?

No. If the client does not have an address in the Netherlands, he can make use of so called trust office who can also take care of the management of the Dutch company.

A non-Dutch address is allowed, but for tax reasons not advisable.

Officer Details

How many Directors are required?

At least one, but the articles of association may require more.

Are any other officers required (i.e. Secretary)?

No officers or Secretary under Dutch Law.

What personal details will you need for each officer?

For directors (if natural person): full name, date and place of birth, private address.

For directors (if legal entity): full name and address, registration number and names of representatives.

Is there a requirement for any in country resident directors?

Only if included in the articles of association.

For tax reasons an in country resident director may be important.

Do you need proof of address or Identity for officers? If YES, in what format?

A certified copy of the passport is required (with apostille) if natural person.

An extract from the Trade Register or similar document from which the registration of the legal entity appears (if non-Dutch entity) and a certified copy of the passport of a representative of the legal entity is required (with apostille).

Next to that the Trade Register may ask for a proof of residence of a person residing outside the Netherlands.

Above-mentioned documents have to be in original.

Shareholders

How many shareholders are required?

At least one.

Are there any restrictions on who can be a shareholder?

Natural persons and legal entities.

What information will you require about shareholder?

For natural persons: full name, place and date of birth and private address.

For legal entities: name, address, registration number, persons who are entitled to represent the legal entity, ultimate beneficial owner.

All documents have to be provided in original.

Will you require proof of address or ID from the shareholders?

Yes . For example passport copy.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

Authorised capital is no longer necessary.

There is no minimum or maximum number of shares anymore, but at least one share with voting right has to be held by another person/ entity than the BV itself or its subsidiaries.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

N/A.

Other Details

Do you require any further information about the company or its officers? If YES, please specify. It is necessary.

For registration with the Trade Register the following details of the new company have to be filled in:

  • Does the new B.V. sell products to consumers (retail trade)?
  • Does it sell products to firms (wholesale trade)?
  • Does it export and/or import products?
  • Does it operate under more than one trade name? If so, which?
  • Does it have a website? If so, which?
  • Does it have a separate p/o/ box or correspondence address? If so, which?
  • What is its telephone number (required), fax number and e-mail address (if any)?
  • How many persons work there? Full time or part time?

Timescale

How long will it take to complete incorporation

For execution of the deed of incorporation  (legalised) powers of attorney are required and documents required by Dutch identification law.

Is there any way to expedite the incorporation for an extra fee?

No, regulations have to be followed.

Procedure

Execution Dutch deed of incorporation by Dutch civil law notary for which a legalised power of attorney is required

Registration with the Dutch Trade Register of the Chamber of Commerce


Latest version updated 3rd May 2018

Country Breakdown

17.02

Million

Population

Euro

Currency

$ 770.8

Billion

GDP

41,543

km2