Set up your Dutch private limited company (BV) in 6 easy steps

Located right in the centre of the country, Utrecht Region is one of Europe’s most innovative regions. It offers international companies a healthy business climate, a world-class infrastructure, a highly educated workforce and an attractive tax system.

When setting up a business in the Netherlands, finding a suitable legal entity is essential: the BV – besloten vennootschap in Dutch – is by far the most popular and is equivalent to a private limited company. 

We have compiled a short checklist to help you set up your Dutch BV.

1. Why a BV?

The BV is a trusted structure for business partners. Suppliers and customers appreciate the professionalism and stability that a BV embodies. The Dutch BV is a legal entity that can, generally speaking, be held liable for any debts, allowing for a more secure spread of risks.

Capital investment for a BV is relatively low compared to international equivalents. Since 2012, the amount of contributed capital (or assets) can be determined by the company itself using a so-called ‘Flex BV’. The minimum contribution is €0.01. This business structure also grants shareholders and managing directors a high degree of creative freedom.

A BV can be established in a matter of weeks. During the formation process, the business can operate under the name ‘BV i.o.’ (in formation). Moreover, tax liability is relatively favourable in the Netherlands (more about this later in ‘Taxation and your BV’).

2. What does it cost to set up a BV?

Setting up a BV can cost anywhere between €2,500 and €4,000, depending on various factors. As a rule, the following essentials should be factored in to your budget:

• A Dutch address – you are required to rent or purchase a business location or shared workspace in the Netherlands
• Tax and, if necessary, legal advice
• A notarial deed, also known as incorporation
• Registration with the Kamer van Koophandel (KvK) (Dutch Chamber of Commerce) costs a one-off fee of €50

 

3. What you should know beforehand

A competent sparring partner is vital for conducting business in the Netherlands, especially when setting up a company. It can be advantageous to work with local tax consultants, law firms and civil law notaries that specialise in providing cross-border advice to international companies.

Some basic requirements for incorporation:

• A company address
• Various papers and documents (tax consultants can provide solid information)
• Shareholders’ agreement/incorporation deed of the BV (legal advice required)
• Each founder must supply valid identification documents

4. Shareholders’ agreement

The shareholders’ agreement of a BV is generally extensive. Both legal entities and private individuals can be shareholders. A shareholders’ agreement for a BV should at least comprise the following:

• Company name
• Name or names of shareholders
• It is advisable to describe the BV’s objectives and activities as comprehensively as possible to save on follow-up costs
• The registered address in the Netherlands
• The shared capital can be in the form of capital or assets
• A ‘default clause’ for members of the executive board and the board of directors, which regulates what happens if they cannot perform their respective duties

5. Taxation and your BV

The profits of a BV are subject to corporate income tax. In Dutch, this is called vennootschapsbelasting. Dutch corporate income tax is lower than in most European countries. You can find an overview of tax rates on the website of the Dutch Tax and Customs Administration.

Profits of €245,000 or less are currently taxed at 15%. Any profit exceeding this is subject to a tax rate of 25%. This is one of the reasons why it can be beneficial for international companies to expand or move to the Netherlands.

6. Support with setting up a business

Utrecht Region’s Team International supports international entrepreneurs looking to set up or expand business in the Netherlands, specifically in Utrecht Region. Services include help with market entry strategy and assistance while settling in. Our team comprises English-speaking consultants, each specialised in their own area of business. All our colleagues have access to an extensive network of experts. By providing the best possible support, we can help you hit the ground running.

Note: We do not claim or guarantee that this checklist is complete nor legally binding. We always recommend obtaining advice from a qualified advisor before and during your relocation process. For more information, visit the government’s website.