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Founding a company in the Netherlands

Founding a company in the Netherlands

The Dutch B.V. (“besloten vennootschap”) is often compared with a UK Ltd., although the legal forms also differ. The 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 founding a company in the Netherlands, 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. In this article, our Dutch corporate lawyer will explain more about this aspect of Dutch company law.

What’s a Dutch BV?

A B. V. (limited liability company) is a legal form under Dutch law 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. After founding a company in the Netherlands, 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

After founding a company in the Netherlands (B.V.), 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 company 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 corporate 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 law firm specialized in founding a company

Do you have questions about Dutch corporate law or do you need specific legal advice in Holland regarding founding a company in the Netherlands, registration or other establishment requirements of your company in the Netherlands? Our experienced English-speaking specialist attorneys in Holland will be happy to help you. Please feel free to contact our adept team at MAAK Advocaten. Committed to excellence, our Dutch lawyers provide superior legal services tailored to your distinct needs. You can reach our law firm in the Netherlands through our website, by email, or phone.

Our approachable and skilled staff at MAAK Attorneys will be delighted to assist you, arranging a meeting with one of our specialized attorneys in the Netherlands. Whether you need a Dutch litigation attorney or a Dutch contract lawyer in Amsterdam, we are eager to guide you through the legal intricacies and secure the most favorable results for your situation.

Contact details

Remko Roosjen | attorney-at-law (‘advocaat’)
+31 (0)20 – 210 31 38

The information on this legal blog serves purely for educational purposes and should not be taken as specific legal guidance. While we endeavor to maintain accurate and current information, we do not assert its absolute completeness or relevance to your particular situation. For advice tailored to your legal concerns, we urge you to engage with a licensed attorney. Please note that the blog’s content may change without notice, and we are not liable for any inaccuracies or missing information.