How to Set Up a Business in the Netherlands: Complete Guide to Dutch BV and NV Company Formation

Setting up a company in the Netherlands is a quick and straightforward process, making it a top choice for entrepreneurs and international businesses, with essential steps like opening a bank account, registering for tax, and meeting regulatory requirements. The time to incorporate depends on the business structure, industry requirements, and preparation of documentation. For those looking to set up a Dutch BV (private limited company) or Dutch NV (public limited company), the process typically takes 2 to 5 weeks if all requirements are met. Here’s a detailed guide to each step involved, along with key considerations for establishing a company in the Netherlands.

Choosing Your Business Structure: Dutch BV vs. NV

Understanding the differences between a Dutch BV and a Dutch NV is essential to choosing the best structure for your business needs.

Dutch BV (Besloten Vennootschap)

The Dutch BV is highly popular among entrepreneurs, small-to-medium enterprises (SMEs), and international investors due to its flexibility and lower startup requirements. Key aspects include:

Limited Liability Protection: Shareholders’ personal assets are protected from company debts, limiting their liability to their investment in the company.

No Minimum Share Capital: The BV has no minimum capital requirement; it can be incorporated with as little as €1 in share capital, making it an accessible option for new businesses and foreign investors.

Privately Held Shares: Shares in a BV are not publicly traded and are often closely held by a small number of shareholders. Share transfers usually require approval, giving shareholders control over ownership.

Simple Management Structure: The BV is managed by a Management Board, which can have one or more directors. If needed, a Supervisory Board can be added, offering oversight for larger businesses.

Ideal for Subsidiaries: Many foreign companies choose a BV to establish a subsidiary in the Netherlands, given its ease of control and minimal capital requirements.

Dutch NV (Naamloze Vennootschap)

The Dutch NV is more suited for larger corporations or companies looking to attract public investment. This structure is commonly chosen by businesses with plans to raise capital or list on a stock exchange. Key features of an NV include:

Limited Liability with Capital Requirement: Similar to a BV, an NV limits shareholders’ liability, but requires a minimum share capital of €45,000. This capital threshold is ideal for companies with substantial financial backing.

Public Trading of Shares: Unlike a BV, shares in an NV can be publicly traded on a stock exchange, making it possible to attract a larger investor base. The NV is well-suited for companies planning to go public.

Two-Tier Governance: The NV has a two-tier structure that includes a Management Board and a Supervisory Board. This governance structure provides oversight, often a regulatory requirement for larger companies.

Preferred Structure for Large Enterprises: The NV is ideal for businesses seeking to attract significant capital or those planning to operate under EU capital market regulations.

Drafting the Articles of Association

After selecting the business structure, the next step is to prepare the Articles of Association. This critical document outlines the company’s goals, internal regulations, and management structure. For both BVs and NVs, the Articles must comply with the Dutch Civil Code and be notarized by a Dutch civil-law notary. Drafting typically takes a few days, provided all necessary details are prepared in advance. Address Registration Requirements

For all Dutch companies, having a registered address in the Netherlands is mandatory. This address, which must be a physical location, is publicly listed with the KvK. While virtual offices or co-working spaces can be used as a registered address, they must meet the KvK’s criteria for legitimacy.

Registering with the Dutch Chamber of Commerce (KvK)

Once the Articles of Association are notarized, you’ll need to register the company with the Dutch Chamber of Commerce (KvK). During this step, you’ll provide the company’s legal name, official address, business activities, and key shareholder information. The KvK will then issue a unique KvK registration number for the company, essential for opening a bank account and fulfilling tax obligations. If all documents are complete, this registration can be finalized within 1-2 business days.

Opening a Corporate Bank Account in the Netherlands

Opening a Dutch corporate bank account is essential for day-to-day business operations, enabling seamless transactions, payroll, and financial management. Dutch banks, which operate under strict EU regulatory standards, conduct Know Your Customer (KYC) checks to ensure compliance and security, requiring companies to provide specific documentation, including details on the Ultimate Beneficial Owner (UBO), business structure, and key shareholders. In addition to traditional banking, EU-regulated digital banks and alternative payment solutions have become popular for new businesses and foreign subsidiaries, often offering streamlined KYC processes, faster onboarding, and remote account setup options that meet both compliance and convenience needs. These digital banking solutions maintain high standards for KYC and UBO verification, ensuring compliance with EU regulations while providing a flexible, efficient account setup experience.

Securing Licenses and Permits (If Required)

If your business operates in a regulated industry (e.g., financial services, healthcare, or food services), you may need specific permits or licenses. The process for obtaining permits can extend the setup time by several weeks or even months, depending on the industry and specific regulations. Planning for any required licenses in advance can prevent unexpected delays.

Typical Timeline for Establishing a Dutch Company

In summary, setting up a Dutch BV or NV generally takes 2 to 5 weeks if all documents are prepared and there are no unforeseen regulatory issues. Companies requiring additional permits or operating in regulated industries should prepare for an extended timeline.

Post-Incorporation Essentials: VAT, EORI, and Annual Tax Compliance in the Netherlands

After incorporation, several essential steps must be completed to ensure your business is compliant and ready to operate:

VAT Registration: For companies selling goods or services within the EU, Value-Added Tax (VAT) registration is generally required. Once registered, your company must charge VAT on sales and submit VAT returns, typically on a quarterly basis. Proper VAT handling is crucial for transparent financial operations.

EORI Number for Trade: Businesses involved in import/export activities outside the EU will need an Economic Operators Registration and Identification (EORI) number. This number simplifies customs processing and is required for businesses importing or exporting goods within and outside the EU.

Corporate Tax and Annual Reporting: Dutch companies must file annual corporate income tax returns and prepare financial statements according to Dutch accounting standards. These annual reports are filed with the Dutch Chamber of Commerce and help ensure your business remains compliant and transparent to stakeholders and regulatory bodies.

By following these steps and staying up-to-date with Dutch regulatory requirements, your business can avoid compliance issues and operate smoothly. Professional support from a Dutch legal or financial advisor can provide tailored assistance in navigating these requirements efficiently.

How Atlascorp Can Accelerate Your Dutch Company Setup

At Atlascorp, we specialize in facilitating company formation in the Netherlands. Our experts manage the entire registration process, from preparing your Articles of Association to guiding you through the KvK registration and opening your Dutch bank account. With Atlascorp, you can avoid delays and start operating quickly. Whether you're setting up a BV or an NV, our team ensures a smooth, compliant, and efficient process so you can focus on launching your business.

Let Atlascorp be your trusted partner for a successful business launch in the Netherlands.

Contact us today to get started:

Email: contact@atlascorp.nl

Webpage: atlascorp.nl