Hearing a lot of Dutch BVs and how they’re rising in the global business landscape? You’re not alone. As a rising business hub, The Netherlands is gaining worldwide popularity. Many entrepreneurs seek the opportunities to set up BV companies in Amsterdam or Rotterdam.
A Dutch BV, also known as Besloten Vennootschap, is a Private Limited Liability Company and is among the most famous business types throughout the country. A Dutch BV is equivalent to an American Limited Liability Company. According to the new company law amendments, the procedure for establishing a Dutch BV has been simplified to several folds, along with a reduction in the costs related to its setup.
Interested in setting up a Private Limited Company (BV) in the Netherlands? This article has you covered. Let’s read on for a better understanding.
Characteristics of Dutch BV
As we’ve already discussed, a Dutch BV is a Private Limited Company in the Netherlands where investors’ personal assets are fully protected from company liabilities. This structure differs significantly from a sole proprietorship, where business and personal assets are legally considered the same.
The BV has its own legal personality, allowing it to enter into contracts independently. It may also issue registered shares, though these are not freely transferable. When you set up a Dutch BV, you become responsible for paying corporate income tax, along with other obligations such as employer social security contributions, real estate transfer tax, and withholding taxes.
Notably, US citizens can apply for a DAFT visa (Dutch American Friendship Treaty), which offers a streamlined path to residency when establishing a business in the Netherlands — making the Dutch BV an attractive structure for American entrepreneurs.
You can find out more about Dutch BV and how to set it up through Intercompany Solutions and cover the step-by-step procedure for establishing a business in the Netherlands.
Requirements to Establish a Dutch BV
To begin with the requirements, the shareholding structure of a BV must have at least one shareholder who can be anyone from a natural to a legal person. According to the new company law in the Netherlands, that legal person can also act as the manager. The company act requires the founder to issue one shareholder who also holds a voting right.
Another important factor for a Dutch BV is to have a local address. Since the company needs to undergo registration for tax purposes, a local address is a necessity.
Before a Dutch BV is registered, articles of association and a deed of incorporation need to be drafted before a public notary. All these documents will be in Dutch and will hold information about the company’s management board, its shareholders, registered address and the authorized share capital. The article of association should also state a comprehensive description of the Dutch BV’s business activities and plan.
Steps to Incorporate a Dutch BV
The first step to begin incorporating BV includes drafting and notarizing the company’s statutory documents. As a next step, Decide and register a unique company name that complies with the legal requirements of Commercial law.
After that, you must submit articles of association and the deed of incorporation to the Trade Registrar.
Get a registration number with the commercial register and also register with the tax authorities(registration is necessary for receiving a tax identification number and a VAT number)
Register the company with the social security authorities and also with pension funds for employment purposes.
To find a complete guide about registration of BV in the Netherlands, we have an interesting article that winds up everything you need to go through for registration purposes. Refer to it and follow the guide to clear your understanding.
Necessary Licenses
Obtaining certain Licenses and permits is one of the most crucial steps in setting up Dutch BVs. The licenses with utmost importance are:
- An all-in-one business license issued by the Municipality of the city where your company will operate.
- Financial licenses for financial industries.
- Import and Export licenses for trading activities.
- Respective authorities issue other special licenses for specific activities and needs of the BV. For instance, Food and Liquor Licenses are essential for setting up a Food and Beverage based company.
Bank Account for a Dutch BV
To operate the company’s financial dealings, you need a bank account associated with the startup business in the Netherlands. To open a bank account, you need to deposit a minimum capital in the account, which can be used for financial purposes.
Sometimes, entrepreneurs skip this step, hoping to complete it in the latter stages and suffer a hindrance. A corporate bank account is mandatory for the registration of BV in the Netherlands. Although you don’t have to open the account before registration, opening it beforehand saves the trouble as you have to do it one way or the other.
One thing to ensure is that the corporate bank account must be with a Dutch bank. It is even more necessary if you are not an EU citizen.
If shareholders want to set up an account with local banks, they need to appoint a local director of the company before signing up for a corporate account. Then, the account will be based on the company’s Articles of Association and Certificate of Registration issued by the Companies Register.
The Bottom Line
Setting up a Dutch BV promises a successful future if you have a thorough knowledge and understanding of the Dutch business market. Incorporate your Dutch BV by following the steps above and invest in a bright future.
