Netherlands Limited Company Incorporation

Incorporate a Besloten Vennootschap met Beperkte Aansprakelijkheid BV / BVBA

The Besloten Vennootschap met Beperkte Aansprakelijkheid (BV) is very similar to a limited company in the UK .

The first step to incorporating your company is to check the availability of your proposed company name.

Formacompany will prepare and file your company documents with the Dutch Ministry of Justice, which will then issue a Certificate of No Objection. The certificate includes the amount of issued and paid-up share capital and the names of the incorporators, shareholders and directors. Acquiring a declaration of no-objection from the Ministry of Justice takes around two to three days for a normal application.

We then enter the company in the commercial register at the local Chamber of Commerce and obtain your registration number. Membership at the local chamber of commerce is mandatory, and the fee depends on the number of employees.

It takes around five days to complete your company’s incorporation.

Once incorporated your new company must register with the Trade Registry and the local tax authority it will take the tax office four to six weeks to provide your tax identification number.

Formacompany has over 20 years’ experience forming companies in the Netherlands and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

What you need to incorporate a BV in the Netherlands

 we will require the following:

• Your company name
• The full name, date of birth, address and nationality of all directors
• The full name and address of all shareholders
• The company’s proposed business activities

Documents you are  to provide:

• Proof of identity certified(colour copy passport, national identity card, photographic driving licence).
• Proof of residential address, no more than 1 month old, certified (gas/electricity bill or credit/debit card bank statement )
• Criminal record check for the first officers
• If you have corporate shareholders then all documents have to be certified and notarised

Registered Office

• Your company will require a registered office address in the Netherlands which we will provide
• The registered office must contain a shareholders’ register, listing the names and addresses of all shareholders, the amount of shares they hold, and the amount paid-up on each share.

Shares and Share Capital

• There is no minimum share capital requirement.
• The articles of association of the BV must include transfer restrictions in respect of the transfer of shares to others other than existing shareholders, their spouses and close relatives.
• Shares in a BV may only be transferred by deed of transfer, executed before a Dutch civil-law notary.
• Where the shares of BV are all owned by one individual or one corporate entity, the company is required to inform the Trade Registry. The Trade Registry has to be notified of the name and residence of the shareholder within one week from the date that the company becomes aware of the single shareholder.

What you receive after setting up your new business

1. Original Certificate of Incorporation
2. Original share certificates
3. Original government receipt as evidence of payment of annual company registration and license fees

Advantages

1. A BV requires minimal infrastructure. A minimum of one director and one shareholder is required, there are no restrictions on nationality or residency.  Directors have to be individuals but corporate shareholders are permitted.
2. There is no minimum share capital requirement.
3. BV has a less brittle management structure. The company can continue to trade despite the death, resignation or bankruptcy of members. The appointment, retirement or removal of a director is straightforward.
4. It is preferable to visit the Netherlands to incorporate a BV.