Register your company in the Netherlands
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Basic information
BV : the main Dutch company form
Tax facts
Visa
Accounting obligations
Dutch director salary (minimum DGA salary)
Minimum share capital
Dutch holding BV
Company Register
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Step 1
Schedule a call with us so we can provide a quotation. Also check out the FAQs below for additional information.
Step 2
We collect your documents and start your 100% online procedure. The process is explained in more detail here.
Step 3
During an online meeting with the notary, you are identified and you sign the required documents.
Step 4
Your BV is registered at the Netherlands Company Register (KVK). You receive all documents digitally.
The UBO Register of Dutch companies
The company registration process revolves for a large part around identification and verification of the founding shareholders and directors. This process has been tightened recently as a result of new KYC (know your customer) laws. One of the results of this is the new UBO register in the Netherlands. UBO means “ultimate beneficial owner” that directly or indirectly controls the activities of the new company.
This means:
(a) Any person with at least 25% of the shares in the new company
(b) Any person with at least 25% of the voting rights on shares in the new company
(c ) Any person with de-facto leadership over the new company
As of March 27th, 2022, all new companies registered at the Dutch Company Register (Kamer van Koophandel) need to register their UBOs there. This means the UBOs will each be identified and registered at the UBO register during the incorporation. This will happen automatically as part of the company registration process. When you register a Dutch company with only natural persons as founding shareholders, it is easy to identify the UBOs of the new company. Any shareholder receiving 25% or more of the shares will be considered a UBO and automatically be registered as such at the Dutch Company Register at incorporation. Please beware that an UBO can also reside at the parent company of the new company. If you register a Dutch company with one or more legal persons as founding shareholders, you will be asked to provide original copies of the deed of incorporation and shareholder’s register of the parent company. Any person holding 25% of the shares there will be considered an UBO in the new Dutch subsidiary as well. If you register a Dutch company with one or more foreign legal persons as founding shareholders, you will be asked to provide original copies of the deed of incorporation and shareholder’s register of the parent company. The following information pertaining to each UBO is publicized:
- First and last name
- Year and month of birth
- Nationality
- Country of residence
- Type and size of economic stake in the company
The following information pertaining to each UBO is NOT publicized, due to constraints imposed by the European General Data Protection Regulation (GDPR):
- Dutch BSN number (citizenship number)
- Day of birth- Country and place of birth
- Current address
- Copy of identification document
- Copy of documents showing type and size of economic stake in the company
Shareholders and Directors of Dutch companies
When registering a new Dutch company, you will be confronted with 2 very important legal terms : “shareholder” and “director”.
A shareholder of a company is a person who receives shares at the moment of incorporation. If the company is founded by only one person, that person by definition becomes sole (100%) shareholder of the company. If the company is founded by multiple persons, you can choose how many shares each shareholder gets. Shareholders have a passive influence on the company’s day-to-day operations, and may receive a financial benefit on their shares in the form of dividends or sale price on shares sold. Shareholders are required to decide only on big decisions such as : adoption of the annual accounts of the company, appointment and dismissal of directors, amendments of the deed of incorporation and such. These rules are laid down in the “deed of incorporation” of the company, which is the document that is executed by the notary and registered at the Chamber of Commerce during the process of registering your company in the Netherlands. A shareholder can be another legal entity (either Dutch or foreign) in which case the shareholder must be represented by its director during decision making processes.
A director of a company is a person who is appointed as statutory (or managing) director of the company at the Netherlands Company Register (Kamer van Koophandel). This means the director is required to represent the company towards third parties and sign contracts on behalf of the company that are (under normal circumstances) binding to the company. Directors are also responsible for the financial situation of the company. Directors can also be held personally liable for their behavior, for example if they perform financial mismanagement, fraud or other misdeeds. The directors therefore have a very active influence on the company’s day-to-day operations, for which they may receive a salary. Under the Dutch DGA salary rules, a full time working managing director of a company with at least 5% shares of the company must receive at least the minimum DGA salary (€ 56,000 per year (2024)).
FAQs: Register Company in the Netherlands
Is there a minimum capital required in order to incorporate a BV?
In the beginning of October, 2012, a new Act on BVs was adopted in the Netherlands abolishing the requirement for minimum capital of EUR 18,000 EUR. In practice this mostly means a share capital of € 120 or € 1,20 is used. Setting up a company in Holland has thus become a lot easier. You need to pay up the (small) share capital after incorporation. Forgetting this can lead to liabilities.
Some people hold shares via holding company. What's the reason for such a business structure?
Such a legal structure is mainly due to tax reasons. Once a shareholder is serious about doing business, she is going to be holding shares using a holding BV. A holding BV is not a type of company, it is a normal BV company just like any other, except that its activities are passive. The holding only holds the shareholder’s shares in the operating company and other assets. In this structure, the shareholder avoids that dividends and profits on sale price of the shares in the operating company are taxed immediately after disbursement. Holding structures are also used for private wealth management. This article delves deeper into the reasons why people use a holding structure.
What's the difference between a founder, a shareholder, a director?
Founder is not a legal term. It is used to designate one of the shareholders who sets up the BV. A shareholder is a legal term, and is a person who owns shares in the BV. A shareholder’s job is strictly internal within the BV. He/she does not partake in the daily activities of the BV. This is the director’s job. A director enters into contracts with suppliers, employees, clients, etc. In many smaller companies, shareholders are also directors but this needn’t be the case always.
How do I actually earn money from my BV and how is this taxed?
Once your BV starts generating revenues (and paying costs) you will be able to pay yourself. This can be done in two ways : as salary, or as dividend payments. Income is taxed 36,97% over all income up to € 75,549. The rest at 49,50% (2024). Dividends and sale price on shares are taxed 24,5% up to € 67,000 and 31% above that (2024). Because of this difference in tax rate, you are required to first pay out a certain amount as salary, before you can start disbursing dividends. This is addressed in the next question.
Can I set up a Dutch BV online from abroad?
Yes it is possible to setup your BV from abroad, 100% online. The documents are circulated by email and the identification takes place via a video call.
How can I get a Dutch bank account for my BV?
If your BV has a director with registered address in the Netherlands, the process of getting a Dutch bank account is rather straightforward and quick. You can for example try what BUNQ bank has on offer for you. Another article explains more about getting a bank account for your Dutch BV.
Does my passport nationality have any bearing on the setup of a Dutch BV?
No it does not. This is only relevant for you getting a visa and work permit (which is necessary for being pay rolled as a director), not for the setup of your BV.
I want to setup a branch office in the Netherlands. How does that work?
A branch office is normally set up as a Dutch BV company with your parent company as 100% shareholder.
Can I setup a Dutch BV and have the favorable 30% ruling tax break?
Yes you can, as long as you meet all the criteria that normal employees need to adhere to. We can help you with the entire process of setting up your BV and obtaining your 30% ruling.
How long does it take to register my new Dutch company?
From the moment you hand over your complete file, we can incorporate your company within 7 - 10 days. This includes the notarial incorporation and the Netherlands Company Registry registration process.
Where do I start when setting up a BV company in the Netherlands?
If you are totally new to the Netherlands, you can ready this article about expanding your business to the Netherlands. First step is getting a business address. If you live in the Netherlands, you can use your home address. If you don’t, you need to find an office space where you can register your BV. You must have the rental contract before you can proceed.
How do I check if a company is registered in the Netherlands?
All Dutch companies are registered at the Netherlands Company Register (KVK). Here you can check their basic info, such as address, shareholders and directors.
What's the difference between a founder, a shareholder, a director?
Founder is not a legal term. It is used to designate one of the shareholders who sets up the BV. A shareholder is a legal term, and is a person who owns shares in the BV. A shareholder’s job is strictly internal within the BV. He/she does not partake in the daily activities of the BV. This is the director’s job. A director enters into contracts with suppliers, employees, clients, etc. In many smaller companies, shareholders are also directors but this needn’t be the case always.
Who represents the BV ?
Your BV is represented by the board of directors of the company, which can also consist of only one person. They sign off on the important documents and contracts. Shareholders may not represent the BV unless they are also directors.
I hear it’s more tax efficient to pay myself dividends than salary. Why should I pay myself a salary then?
Because you are obliged by law to pay yourself a minimum yearly salary of € 56,000 (2024), if you are a director and you hold 5% or more of the shares in the BV. You don’t have to pay this salary if the BV doesn’t make enough to pay this. On the other hand, if your BV is making millions, you need to pay yourself more salary as well. Your accountant will point you in the right direction here. Looking for one? Feel free to book a free meeting with our accounting partners via here.
What costs can I expect the first year after set up?
For the registration of your BV, the Dutch Chamber of Commerce charges a one-off fee of € 80.10 (2024) after setup. Your subsequent costs are mainly for accounting. As a foreigner, hiring an accountant is a sheer necessity. So you will mainly be looking into accountants and comparing their prices and services. Expect costs of about € 180 exc. VAT per month for your BV and payrolling of its director, if you do it via our accounting partners. If you wish to know a bit more about what to expect, this article goes a little deeper into what kind of accounting obligations exist for your Dutch company.
I hear you have to pay yourself a minimum salary as a director of € 56,000 (2024)
Yes, there is a minimum director’s salary rule. but only as a shareholding director (>/= 5%) and only if the BV is able to pay this salary. You don’t have to take out a loan just to meet this requirement. Just make sure you don’t pay out dividends before you meet the salary minimum. Vice versa, if the BV makes a lot of profits, you may have to upgrade the salary. Your accountant can help you structure this. Feel free to book a free meeting with our accounting partners via here.
Do I need to have a correct visa or work permit in the Netherlands for the setup of a BV?
No, not as such. But you need a visa if you want to stay work in the Netherlands, which is necessary if you want to be a director in your Dutch BV. This is usually the case. If you plan to remain a passive shareholder in a Dutch BV, you are not required to have a visa. Another article explains 7 visa options for non-EU business owners in the Netherlands.
Do I require any notarized or legalized documents from my home country?
No, all documents can be delivered as copies. They do not need to be notarized, certified or legalized in any way. There is one major exception : if you are incorporating with a foreign legal entity, you require a “confirmation letter” from a local lawyer. This document confirms the correct representation of the foreign legal entity in the incorporation process.
What kind of documentation do I need when setting up a BV?
Generally speaking, you need passport copies of all shareholders and directors, a rental contract of the BV’s office space and (if shareholders have a non-Dutch living address) a utility bill that proves they lived there at least until 30 days ago. It is not normally necessary to provide us with a business plan. Only if the founders have no website, online presence or track record of any kind will we ask for such a document. In this article we outline the entire process and all the documents you need.
How do I get a VAT number with my BV?
The Chamber of Commerce informs the Dutch tax authorities of the incorporation, and within a few weeks you receive a letter about your BV’s VAT number at your company’s address. If one of the founders or directors has an address in the Netherlands, you will usually immediately receive your VAT number. If this is not the case, additional questions need to be answered first. Your accountant can help with this.
Setting up a company in Holland, do I also have to go the Chamber of Commerce?
No. The notary incorporates the BV and performs the company registration at the Chamber of Commerce for you. You don’t need to go to the Chamber of Commerce.
Company, BV, Dutch limited, what's the difference?
The BV is the Dutch equivalent of the Anglo-Saxon limited liability company. The BV is divided into shares and limits the liability of its shareholders up to their staked amounts. The mentioned terms are thus used interchangeably but basically mean the same thing. If you are experienced in the use of the Anglo-Saxon Ltd. please beware there are some notable differences.
I am setting up a business with one or more other shareholders. What happens if one of them wants to sell her shares ?
Your BV will be set up with articles of association with basic (but solid) arrangements for this scenario. Co-shareholders always receive a “right to match” an offer from an external shareholder, which usually means the shares stay within the group of founding shareholders. Additional arrangements are usually made in a shareholder’s agreement. This may include arrangements such as “vesting”, “good leaver / bad leaver”, and “tag-along” and “drag-along”. Your lawyer can help you out with this. Alternatively you can use our package of standard contract templates for this.
I want to setup my BV with foreign shareholders or directors. What do I need to look out for?
There are quite a lot of things you should consider, for example regarding setup, VAT number, bank account, pay rolling and dividend payments. We have written an extensive blog about Dutch company registrations with foreign shareholders.
What kind of taxes can I expect in my BV?
Upon setting up your company in the Netherlands, you will be confronted with the following Dutch taxes
- Corporate Income Taxes (or corporation tax), returns filed once per year
- VAT, returns filed each quarter
- Income Tax, as part of each director’s monthly pay rolling
- Dividend Tax, only once the company disburses dividends over its post corporate tax earnings, so normally once per year.
This article explains your tax and accounting obligations in more detail.
Do I need a business plan for the incorporation of my business?
No, you don’t.
Can I avoid double taxation as a foreign investor in the Netherlands?
Yes, if your country of origin has a double tax treaty with the Netherlands and this treaty also applies to your situation. One reason why it sometimes doesn’t apply, is when a company doesn’t meet the so-called substance requirements.