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Netherlands company registration from abroad

Company Incorporation Guide

Netherlands company registration from abroad

Applicable country/region: NL - Netherlands

Published: Updated:
  • Written by our advisory team
  • Netherlands rules and requirements
  • Checked against official sources
Most popularNetherlands Company Registration (BV)

Guide overview

Netherlands company registration: the steps in order

Registering a company in the Netherlands from abroad usually means forming a BV, the Dutch private limited company, and the route runs through three stages in a fixed order: a civil-law notary executes the deed of incorporation, the company is entered in the Dutch business register (Handelsregister) of the Chamber of Commerce (KvK), and its ultimate beneficial owners are filed in the UBO register. This guide follows the decisions a founder meets along that route: whether the shares will be held by an individual or by a parent company, what must be settled before registration, what the notary needs before drawing up the deed, why the BV rather than another legal form, and how to read the tax figures.
Why founders form a BV rather than an NV

COMPANY TYPES

Why founders form a BV rather than an NV

The BV is the Dutch private limited company and the workhorse form for founders coming from abroad. The comparison that matters is with its counterpart, the NV, the public limited company geared to the capital markets, so the choice turns on whether the company is meant to raise capital from the public; a closely held business, from a small trading company to the European subsidiary of a group, is normally formed as a BV. Since the 2012 Flex-BV reform, the rules on share capital and share structure have been flexible, which is one reason the same BV serves holding structures, online sellers and professional firms alike.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Netherlands BV Basic Information

Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative

Netherlands BV Shareholder / Director / Secretary Requirements

Requirements For Shareholders:
At least one
Requirements For Directors:
At least one
Legal Representative Not Mandatory:
Negative
Local Directors Not Mandatory:
Positive
Local Secretaries Not Mandatory:
Positive

Netherlands BV Registered Capital Requirement

Minimum Registered Capital Requirement:
1. In principle, the minimum amount for account opening and tax identification number is 1 euro, and it is recommended to start with 2000 euros.
Capital Injection Not Required:
See Memo
Capital Injection Requirement:
1. It is necessary to actually pay 100% of the registered capital after the establishment of the company.

REQUIRED DOCUMENTS

Why the notary needs to know who is behind the BV

The incorporation file is shaped by who executes the deed. A BV is set up through a Dutch civil-law notary, in person or online, and the notary also registers the company and its ultimate beneficial owners with the KvK. Under EU anti-money-laundering law notaries are obliged entities in their own right, so before executing a deed the notary has to identify the people who will own or run the company and follow any corporate shareholder up its ownership chain to the individuals behind it. That explains the file's shape: the power of attorney lets the notary proceed for founders who are not present, and the background asked of each individual serves a know-your-customer review rather than the registry.
Why the notary needs to know who is behind the BV

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:
Shareholder and director's passport front page scan. May require English notarization Apostille.
Process: Other CertificationFormat: Scan Copy
Power of Attorney:
Power of Attorney (document provided by our company). Requires English notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Proof of Address:
Proof of address can be a water and electricity bill payment receipt. The proof needs to clearly state the individual's name, address, and date. The date should not exceed one month.
Process: Not ApplicableFormat: Scan Copy
Resume:
Provide the English resumes of natural person directors and shareholders.
Process: Not ApplicableFormat: Scan Copy

Legal Entity Shareholders's Required Documents

Proof Of Registration / Business License:
The business license of the holding company requires English notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Company Bylaw:
Articles of association of the holding company.
Process: ApostilleFormat: Scan Copy
Passport:
The legal person of the holding company as well as the scanned copy of the first page of the passport of shareholders holding more than 25% of the shares;
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of Attorney (document provided by our company). Requires English notarization + Apostille.
Process: ApostilleFormat: Scan Copy
What must be in place before the BV is registered

REQUIREMENTS AND ESTIMATED COST

What must be in place before the BV is registered

Both conditions in this list have to be settled before the company is registered, and neither can be left until afterwards. One applies to every BV, whoever owns it. The other is triggered not by the company but by who holds its shares: it is part of the anti-money-laundering review of the ownership chain that comes before the deed, so the choice of holding vehicle, made before anything is filed, decides whether a founder meets it at all.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:
EUR 2,925

Requirements

Registered Address: A commercial address in the Netherlands is needed

To register a Dutch company, a Dutch address is required. If you do not have a Dutch address, you can choose the address hosting service provided by TKEG Expat.
Included: No · Solution availableEstimated Cost: EUR 125 – 1,575
Other Services: Legal entities registered in jurisdictions with high risk or tax avoidance attributes require background investigation reports when holding shares.

If using shares held by legal entities registered in jurisdictions with high risk or tax avoidance attributes (such as the British Virgin Islands, the Cayman Islands, etc.), additional background check fees will be required.
Included: No · Solution availableEstimated Cost: EUR 825

Estimated Cost

Estimated Cost:
EUR 2,925 – 5,325
Check Eligibility And Calculate Price

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TAX

What the Dutch tax figures mean for a new BV

The corporate income tax rate in the panel is the top band, not what a small BV pays on every euro of profit: the Dutch tax authority charges corporate income tax in two bands, and the first slice of each year's taxable profit is taxed at a lower rate, so modest profits attract a lower average rate. The participation exemption in the capital gains row is what makes a BV useful as a holding company, and it is why so many international groups hold subsidiaries through one. The withholding figures for interest and royalties are conditional: they change when the conditional withholding tax applies to certain payments to low-tax jurisdictions or through abusive structures.
What the Dutch tax figures mean for a new BV

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

Corporate Income Tax (CIT)

General CIT Rate:
25.8
CIT Return Due Date:
Usually five months after the end of the company's fiscal year.
CIT Payment Due Date:
Tax should be paid within six weeks from the date of assessment.
CIT Estimated Payment Due Date:
In principle, within six weeks, but taxpayers can choose to pay in monthly installments.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):
15/0*/0*
Non-Resident Withholding Tax (Dividend/Interest/Royalty):
15/0*/0*

Value-Added Tax (VAT)

General VAT Rate:
21
Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:
Capital gains are constrained by the normal corporate income tax rate (25.8%). Eligible participated capital gains are tax-exempt under the participation exemption.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:
24.47
Composite Effective Marginal Tax Rate:
22.83

Conclusion

What follows the KvK registration

Once the notary has executed the deed and the KvK has entered the company in the business register and assigned its KVK number, the incorporation is complete, but the entry starts the company's administration rather than ending the project. The next step depends on Dutch banks, which decide for themselves whether to accept the company. Forming a BV also gives the founder no right to live or work in the Netherlands, and anyone who intends to move there may need a residence permit. The one thing to do next is to start the business bank account.
Most popularNetherlands Company Registration (BV)
About Netherlands
Jurisdiction Overview

About Netherlands

The Netherlands is a founding EU member with a highly open economy, skilled English-speaking workforce, and strong logistics infrastructure. A top destination for foreign businesses entering Europe.

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