Holland
BV Company Registration

Company Incorporation Services in
The Netherlands

Following the changes of the Dutch Civil Code of October 2012, the incorporation and management of the Dutch limited company, the BV (which is the most popular legal form in international structures), has become very business-friendly and flexible.

TBA provides the full service to incorporate Dutch entities, whether they are a private limited company – “BV”, or a public limited company – “NV”.

We can assist you registering your Dutch entity in a simple and quick manner at very competitive rates, and at very short time-frames.

Netherlands Company Information

Principal Corporate Legislation

Commercial Code of the Netherlands

The Flex-BV Act 2012

Procedure to Incorporate

A Public Notary is provided with the information and documentation in order to prepare the draft Articles of Association which are then filed with the Dutch Ministry of Justice.

Before the actual incorporation can take place the Duty Ministry of Justice must first issue a “Certificate of No Objection”.

Upon receipt of the “Certificate of No Objection” the notary executes the Articles of Incorporation.

The newly incorporated BV must then be registered in the Trade Registry of the Chamber of Commerce.

The deed and articles are prepared in Dutch but an English translation can be obtained.

Restrictions on Trading

Yes, specified groups, which include for example, banking, insurance, financial services, consumer credit related services and employment agencies.

Powers of Company

A Company incorporated in the Netherlands has the same powers as a natural person.

Language of Legislation and Corporate Documents

Dutch

Registered Office Required

Yes, must be maintained in the Netherlands.

Shelf Companies Available

Yes

Time to Incorporate

One week time

Name Restrictions

A name that is similar to or identical to an existing company. A well-known name that is known to exist elsewhere. A name that implies illegal activities. A name, which in the opinion of the Registrar is considered undesirable, obscene or offensive. A name that implies royal or government patronage.

Language of Name

The name of the company can be expressed in any language using the Latin alphabet. The Registrar may request a Dutch or English translation to ensure that the proposed name does not contravene name restrictions.

Names Requiring Consent or a Licence

Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, co-operation, council, municipal or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or insurance industries.

Suffixes to Denote Limited Liability

Besloten Vennootschap (BV) and the new Flex-BV.

Disclosure of Beneficial Ownership to Authorities

No, although if the company has a single shareholder this is a matter of public record.

Netherlands Compliance

Authorised and Issued Share Capital

From 1st October 2012 the minimum authorised share capital is Euro 1 cent and the share capital can be denominated in any currency.

Classes of Shares Permitted

Registered shares with restrictions on their transferability.

From 1st October 2012 the following changes will apply:

Shares with no or limited entitlement to distributions are permissible
Shares with or without voting rights are permissible
Share transfer restrictions are no longer mandatory

Bespoke transfer restrictions, as agreed between shareholders, may be included in the articles.

Taxation

Taxation is paid by companies in the Netherlands based upon annual accounts, which are submitted to the Dutch tax authorities at the end of the company’s financial year. A company is free to choose its own year-end.

Corporate Tax Rates are:

20% for taxable income up to €200,000
25% for taxable income above €200,000

Value Added Tax

21% – Standard rate, on all taxable goods and services.

6% – Reduced rate

Double Taxation Agreements

The Netherlands is party to more than 95 double tax treaties.

Licence Fee

None

Annual Return

An Annual Return which provides details of those who have held shares throughout the year and the current directors must be filed each year.

Financial Statements Required

All Dutch companies are required to file accounts with the Chamber of Commerce. There is a requirement for Dutch private limited companies to be audited if it meets two of the following three requirements;

Assets greater than Euro 6m,
Turnover greater than Euro 12m,
And average number of employees greater than 49.

Directors

One. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the Netherlands but in order to obtain relief under the taxation treaties signed by The Netherlands it is likely that the company would need to be seen to be Dutch resident and therefore have a majority of the directors based in The Netherlands.

Company Secretary

Not applicable

Shareholders

The minimum number of shareholders is one.