Things to consider while setting up a Dutch BV Company

Things to consider while setting up a Dutch BV Company

The private limited liability company, the Dutch BV (BeslotenVennootschap), is a popular business form in the Netherland. It is the equivalent of the German GmbH and the American limited liability company. Actually, it is the most employed type of structure when establishing a business in the Netherlands. Here is what you should consider while setting up a Dutch BV company:

The characteristics of the Dutch BV

It is a private limited company that completely protects investors’ assets from the company assets, opposite to the sole proprietorship. 

The BV in the Netherland is supposed to pay the corporate income tax and pay other taxes, along with a real estate transfer tax, social security taxes for employers, and withholding taxes. 

The attorneys at a Dutch law firm specializes in a broad spectrum of issues related to business and company laws. They help in all phases of the company establishment and answer any specific questions that may help know if the BV is the right legal entity or not.

Requirements for BV incorporation 

In terms of shareholding structures, it is supposed to have at least one shareholder who can be a legal person. The BV Company Act only needs the founder to issue one share with a voting right. Only a limited liability company is allowed to have one shareholder who can also be a manager. Having a local address is also mandatory for the Dutch BV. 

Moreover, incorporation and the articles of association should supposedly be drafted to a public authority before the Dutch BV is registered. Maintained in Dutch, the documentation should be developed with details regarding the management, board shareholders, the registered address, and the authorized share capital. The articles of association should come with a brief description of the Dutch BV’s business. 

The main steps to incorporate a Dutch BV

  • When you set up a Netherland company, such as Dutch BV, the first step is drafting and notarizing the company’s statutory documents. 
  • You reserve a trading name for your company, which should be unique and comply with the legal requirements imposed by the Commercial Law. 
  • After that, you submit the deed of incorporation and the articles of association with the Trade Registrar.
  • Next, you get a registration number with the Commercial Registrar in the country.
  • You also have to register with the tax authorities to get issued with a tax identification number and a VAT number. 
  • In the last step, you have to register with the authorities for social security and pension fund for employment purposes. 

Opening a bank account

It is a must to get an account in a corporate bank after registering a BV in the Netherlands. It is made mandatory to prove the economic activity of the newly established business. However, it is not necessarily opened with a Dutch bank, more specifically in the case of any foreign ownership. In case the shareholders are willing to set up the account with a local bank, they have to appoint a local director for the company and create the account based on the registration certificates issued by the Company’s Registrar Articles of Association of the company. 

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Christophe Rude

Christophe Rude

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