8 steps to register your company in the Netherlands in 2024
Feb 27, 2024
1. Look at your visa situation
In order to setup a company in the Netherlands, it is not necessary to have a Dutch (or EU) nationality. But your new company is going to need a director, to be registered at the company registry (KVK). This director will need to be pay rolled in the Netherlands, and for that you need to have a work permit. Work permits are automatically granted to EU citizens moving to the Netherlands. For non-EU citizens, it is necessary to explore visa options such as the DAFT visa, the EU Blue Card or the HSM visa. If you want to register your Dutch company with a foreign legal entity as director, that’s also possible.
2. Choose a company form
The Netherlands offers a variety of options for company registration. 90% of all incorporations come down to one type: the Dutch Limited Liability Company or “B.V.” in short. In this article we will assume you will choose this company form. This is also the moment where you should decide about a holding structure. A holding structure is basically 2 BVs, where one is your personal holding, and the other is the operating company actually running the business. The added personal holding offers significant legal, tax and personal wealth benefits for the founder.
3. Find a business address
The company must be registered at an address in the Netherlands. An office address for your company must be an actual office address, not a virtual address. Virtual address contracts may state that your company can be registered there, but that doesn’t mean it can be incorporated there. You can also register your company at a home address, but only of one of the founders or directors. This must be proven by way of an ownership title, rental contract or BSN registration at that address. If the home address is a rental address, make sure the landlord in question agrees with the company registration. This is not always the case.
4. Gather all documents required for the registration
The process of incorporating a company in the Netherlands is mostly about identification and verification. As a non-Dutch person you are required to provide a utility bill, a document showing your TIN number, and a copy of your passport. If you incorporate with an existing company (Dutch or foreign), additional documents are required to identify this exisiting company.
5. Decide on the nominal share capital of the B.V.
The nominal share capital of your BV is what the founding shareholders pay up as capital into the company at incorporation. It is the amount which their personal liabilty is limited to. Hence the wording “limited liability”. In some countries, this is still a significant amount. Until 2012, in the Netherlands this was EUR 18,000. From 2012 onwards the minimum capital is abolished. This means the founders can choose a nominal share capital amount they deem practical. Most people choose for a nominal share value of either EUR 0,01 or EUR 1 and a share capital of 120 shares. Why 120? Because that amount can be divided in as much as 6 equal parts. That means you can split the share capital between 6 equal shareholders, if necessary. This means your nominal share capital is EUR 1,20 or EUR 120, depending on the nominal share value you chose. American BV incorporators applying for the Dutch-American Friendship Treaty Visa should use a share capital of € 4,500 here, as a requirement under that visa.
6. Choose a company incorporation specialist
If you want to set up a BV in the Netherlands, you cannot just go to the Chamber of Commerce. You need to go to a Dutch notary. If you want to incorporate 100% online, you should reach out to an incorporation specialist. They will setup the BV according to your instruction, an register the BV at the Company Registry (KVK). You don’t need to go to the Chamber of Commerce separately.
7. VAT Number
Once the BV is registered at the Company Registry, they will notify the Dutch Tax Authorities and inform you of your VAT number (“btw nummer”). They may assign it automatically, or they may ask some additional questions. It is advisable to have your accountant on board here already, to help out with these and subsequent questions. This article explores the accounting obligations of your BV in further detail.
8. Bank account
Your BV must have a separate, corporate bank account. It is not required to have a Dutch bank account for your Dutch company. You can also use foreign banks like Revolut, Wise.com or N26. Once you have your bank account, remember to pay up the nominal share capital of your company. This is the amount you choose in step 5. Just pay the amount to your company’s bank account with the description “pay up nominal share capital”. People may be forgiven for forgetting this, as it may amount to as little as EUR 1,20. But under Dutch Law, you may be held liable for the debts of the BV if you forgot this. So just pay up, and use the description “paying up of nominal share value”.
Other things to consider
Depending on your situation, some situations may be applicable to you.
1. The Dutch 30% reduction on income tax nominally applies to employees being enlisted from abroad to the Netherlands. Under certain circumstances, you can make use of this regulation as a business founder as well. Strict rules apply here, one of them being that you incorporate your BV while you’re not yet living in the Netherlands. So this may be the first thing you should be looking into. We further explain this in this article.
2. If you want to work in the Netherlands from a Dutch BV, you are going to need a visa for it. If you are an EU citizen, you automatically have this visa. If you are a non-EU ciitzen, your visa options are rather limited.
Your BV needs a bank account. In another article we explain how to get a bank account in the Netherlands.
