Dutch Limited Liability Company (Dutch BV)
The Dutch private company with limited liability (besloten venootschap, BV) issues shares that are registered privately and cannot be transferred freely. This type of Dutch entity is preferred by many international entrepreneurs.
Shareholders: A limited company is established by at least one incorporator, either a legal entity or an individual. The entity or individual, resident or foreign, can act both as an incorporator and a complete management board for the new company. It is not compulsory to have a secretary. If the shareholder is just one, this does not result in personal liability. Still, the name of the shareholder will appear on the registration certificates of the company prepared by the Commercial Registry. Shareholdings are recorded in the register of shareholders maintained at the company’s office.
Incorporation deed: To start a business in the Netherlands, an incorporation deed is drafted in the presence of a public notary and submitted to the Trade Registry at the Commercial Chamber and to the Tax Office. The official incorporation deed must be prepared in Dutch (our company will also prepare an English version for your convenience). This document lists the details of incorporators and initial board members, their participation amounts and payments made to the starting equity. The deed also contains the AoA (Articles of Association) that include, as a minimum, the following details: company name, city location of the registered office, company purpose, amount of authorized capital (EUR), share division and share transfer conditions.
Company name: Intercompany Solution will check before we start your dutch business if the chosen company name is not already in use as a trademark or a commercial name. This is done as the holders of prior registrations have the right to require a name The name of your company must either end or begin with “BV”. In addition to the company name, a BV has the freedom to choose one or several trade names to label the whole business or parts of it.
Share capital: Incorporators can decide on the amount of share capital; it can be as low as EUR 1. A single share with a corresponding voting right is required as a minimum. Shares can have profit and/or voting rights.
Capital tax: As of January 1, 2006, there is no capital tax with respect to issuing shares.
Timeframe: The incorporation procedure to start a business in the Netherlands may take two to five days. The timeframe depends on how complex the shareholding structure is and, also, on the prompt provision of papers by the client.
Possibility for a remote formation: A business can be registered remotely.
Corporate shareholders and directors: Dutch private limited companies can have directors and corporate shareholders.
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