What is a Dutch BV?

A Dutch BV or Besloten Vennootschap is a Dutch term for LLC (limited-liability commerce). Foreign entrepreneurs and investors starting new activities in the Netherlands, often tend to set up a Dutch BV company. If you have fundamental knowledge and strategy on the below five aspects your organization is a great idea to go to:

  • Determine the best corporate structure
  • The formation of the company
  • The housing of the company Opening bank account
  • The application to the relevant tax numbers

The following are the major characteristics of the Dutch BV:

  • A minimum share capital of Euro 1 is necessary
  • Only the amount compensated as share capital makes the shareholder liable
  • The shareholder must approve issuing or transferring shares.
  • It incorporated the names of the investors into the Dutch corporate registration

A shareholder or director of the Dutch BV may be a foreign business, a local firm, or a natural person. Amendments to the Dutch Business Law have made it significantly easier to set up a Netherlands BV, considerably lowering the cost of forming a company in Holland

Introduction to Dutch BV

The Netherlands is one of the most tech-savvy and innovative countries in the world. Its low taxes, great workplace, and top-notch infrastructure make the Netherlands the ideal gateway to Europe. Among these, the business costs are fundamental particularly for new financial backers especially for Foreign Investors choosing to open a Company Formation in the Netherlands.

Most overseas business people intending to outline firms in the Netherlands choose the private limited liability corporation (BV-Besloten Vennootschap), because of the remuneration it provides.

The esteem of the BV as a business form is one of the prime reasons for using it. The BV abbreviation stands for private limited liability corporation, habitually known as an LLC in other countries. The Dutch BV is the complement of the German GmbH and the American LLC.

Why should you go for Dutch BV?

The incorporation process for Dutch BV has been streamlined, and the expenses associated with establishing a business in the Netherlands have been lowered, because of the new revisions to the Company Law. In addition, it is the most usually used kind of structure when founding a business in the Netherlands.

The advantages of opening a Dutch BV in the Netherlands

  • Simple Registration Required

  • Quick Incorporation procedure

  • Dutch BV serves multiple uses

  • No minimum share capital requirement

  • Various tax advantages

  • Opening a Dutch bank account


Opening a corporate account is a must when registering a BV in the Netherlands. Though, while its opening is not desirable prior to company registration, it must be opened in order to show the business’s financial activity. In the event of foreign ownership, the bank account does not have to be shaped with a Dutch financial institution. If the shareholders choose to open an account with a regional bank, they must assign a local director and open the account in agreement with the company’s Articles of Association and the Certificate of Registration provided by the Companies Register.

Our team formation specialists can run the registration of a BV business for international investors distantly. We can also help you with the procedure of forming a corporation in the Netherlands.

The requirements for forming Dutch BV

In terms of ownership planning, the BV must have at least one shareholder, who might be a natural or legal person. New Dutch Corporation Law permits a limited liability corporation to have one shareholder who can also function as an administration. The Company Act only required the founder to issue one voting share. The Dutch BV must have a corporeal address in the Netherlands.

A deed of incorporation and the articles of association must be written earlier than a public notary and be registered before the Dutch BV. These documents will be in Dutch and will comprise information about the shareholders, administration board, registration address, and allowed share capital.

The Dutch BV’s Characteristics

Unlike a sole proprietorship, the Dutch BV is a private limited company in which the investors’ benefits are completely protected from the business’s assets. This has a lawful personality, may enter contracts, and may have registered shares that are not moveable.

In the Netherlands, the BV must pay corporate income tax and additional taxes such as a real estate transfer tax, employer social security taxes, and preservation taxes. The Netherlands has signed double tax treaties, which give taxation release.

We can guide you through all stages of business formation and answer questions that will help you determine if the BV is the correct lawful structure for your requirements.

The primary procedures for forming Dutch BV in 2021

The first phase in establishing a business in the Netherlands, such as Dutch BV, is to have the firm’s statutory documents ready and notarized. The following actions must be taken:

 

  • Reserve a business name that is idiosyncratic and complies with the legal criteria set by the Commercial Law;

  • File the deed of incorporation and the articles of association with the Trade Registrar.

  • Get a registration number with the Dutch Commercial Register.

  • Register with the tax authorities (this is necessary in order to get a tax identification number and a VAT number.);

  • For employment, register with the communal security establishment and the pension fund.

Features of Dutch BV

Here are some lists of Features of Dutch BV:

  • Shareholders- The minimum no of a shareholder is 1

  • Share Capital- Current Dutch legislation does not institute the minimum amount of authorized capital of BV. The payment of capital necessary for incorporation can be 0, 01 Euro in cash or the cost of another asset

  • Memorandum and Articles of Association- The base corporate record of Dutch BV should be made in the Dutch Language. The organization is measured to be joined from the snapshot of confirmation of M&AA by Dutch public accountant, which likewise completes combined system by documenting an application with Chamber of Commerce and cost staffing of an organization in Dutch Tax and Customs Administration as a rule

  • 15% corporate tax, one of the lowest in Europe

  • 93% native speaks English

  • All trading activities are permissible and simple registration

Process of Starting Dutch BV

The procedure can be completed within 48 hours. The documents have to be legalized by a notary public if it is signed from the home country. The general process of setting up Dutch BV is as follows

  • Drafting documents for company shape

  • Verification and confirmation

  • Obtaining tax ID number

  • Registering the business in the Chamber of Commerce

  • Application for opening bank account

  • Request for VAT no

  • Tax office provides VAT no

BV licenses in the Netherlands

Applying for licenses and permissions is one of the most vital measures to do when establishing a BV in the Netherlands. Among these are the following:

  • The all-in-one business license provided by the municipality in the city where the firm will function;

  • Import and export licenses are useful for BVs engaged in commercial operations.

  • Business licenses used by companies in the financial, manufacturing, but also in other sectors such as cryptocurrencies

  • Other special licenses given by certain authorities, depending on the BV’s operations – food and liquor permits, for example, are necessary for running in the menu and beverage industry

 

Foreign companies establishing subsidiaries in the Netherlands can use the BV

In the Netherlands, there are many applications for a BV corporation.

The BV business has many compensations, one of the most notable of which is that it may use this structure for an assortment of reasons. Among these are some examples:

Foreign companies establishing subsidiaries in the Netherlands can use the BV

  • Shelf companies adopt the form of Dutch BVs because of the quick and simple incorporation necessities, as well as the ease with which modifications can be made to it;

  • Overseas investors founding firms in the Netherlands can use the BV for trade reasons

  • Overseas entrepreneurs can also employ BV corporations as offshore firms

 

When foreign entrepreneurs and multinational corporations develop innovative activities in the Netherlands, they frequently incorporate a Dutch BV business. To form a limited liability corporation (LLC), known as ‘’Besloten Vennootschap” (B.V.). The Dutch BV business is like the English Ltd. or the German UG trade.

The Netherlands BV is also the mainly common type of business formation used to set up a holding company.

Summary

ODINT consulting group can fully consult with the go-to-market strategy, assist you with the incorporation of the company and beyond with the following services

  • Pre-entry consultation and research

  • Starting a Dutch BV, including company registration

  • Tax and Accounting Legal Consulting

  • Getting a VAT EORI number

  • Payrolling staff

  • Filing your tax returns

  • Dedicated company officer service

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