The Dutch B.V. is often compared with the German GmbH or a UK LLP, although the legal forms also differ. For example, the share capital of a GmbH in Germany must be €25,000 whereas a B.V. in the Netherlands is formed with a minimum share capital of €0.01 and in the UK there is no share capital requirement. The so-called besloten vennootschap met beperkte aansprakelijkheid (closed/private limited liability company), is therefore a Dutch form of limited liability company. The BV is the most common legal form for setting up a company and enjoys the greatest trust on the Dutch market. Thus, the B.V. is often chosen by incoming companies from abroad on the Dutch market as the corporate form for a future Dutch subsidiary.
What’s a Dutch BV?
A B. V. (limited liability company) is a legal form with legal personality. This means that the managing directors are generally not liable for company debts with their private assets. They can form a BV alone or together with others. The managing director of the B.V. is responsible for the daily management of the company. A BV can also have a supervisory board that controls the management (two-tier board of directors). In other cases, the supervisory authorities are part of the administrative board (one-tier board of directors).
Foundation of a Dutch BV
The minimum contribution for the formation of a B.V. is EUR 0.01. In some cases, the formation process as such can also be completed within a few weeks. However, it is important that you have business premises or at least an address in the Netherlands where employees and/or the managing director are employed. The Dutch tax office (belastingdienst) checks whether the administrative headquarters of your company is actually located in the Netherlands after the establishment of the B.V. and its registration in the Commercial Register.
Costs of founding a BV in the Netherlands
Costs cannot be calculated as a lump sum, but you must reckon with the costs of a company address in the Netherlands, legal advice and costs for the notary and the incorporation deed. You should seek legal advice on drawing up the memorandum and articles of association (in Dutch) and the possible drafting of a memorandum of association. The Dutch attorneys at MAAK Advocaten work together with a number of notaries to certify the deed and can advise you on Dutch law. We are also happy to explain your questions regarding the registration of a B.V. in the Chamber of Commerce’s register of companies, the so-called Kamer van Koophandel. Registration with the Chamber (KvK) costs a one-off fee of 50 euros. You can already do business under your own name before the BV is formed. A notary simply has to declare that he will take care of the incorporation formalities. Until the BV is finally established, your company is then a so-called BV i.o. (in oprichting).
Dutch attorney specialised in company law
Do you have questions about Dutch company law or do you need specific legal advice in Holland regarding the registration or establishment of your company in the Netherlands? Our experienced English-speaking specialist attorneys in Holland will be happy to help you.