Netherlands Company Guide: Dutch BV and NV, Tax and Shelf Companies

What a Dutch BV Company Is Used For

Almost every company bought or set up in the Netherlands is a BV (besloten vennootschap met beperkte aansprakelijkheid), the Dutch private company with limited liability. Owners from abroad use a BV as a trading company for the Dutch and wider EU market, as the Dutch subsidiary of a group, or as a holding company. The holding use rests on the participation exemption and on tax treaties in force with close to 100 countries, on top of the EU Parent-Subsidiary and Interest and Royalties Directives. Treaty relief is conditional: the principal purpose test of the OECD Multilateral Instrument and the Dutch anti-abuse rules look for a genuine business reason and for decisions actually taken in the Netherlands.

Two institutions shape Dutch company life. A civil-law notary (notaris) executes the deed that creates a BV and every deed that later transfers its shares, and the Kamer van Koophandel (KVK) keeps the Business Register (Handelsregister) and the UBO register. A BV’s statutory seat must be a municipality in the Netherlands.

Dutch Company Forms at a Glance: BV, NV and Branch

BV shares, and the registered shares of an unlisted NV, change hands only by notarial deed, so a notary takes part in every change of owner. The papers the notary asks for, the online route open to EU nationals and each registry step are on our page on company formation in the Netherlands.

Dutch Tax at a Glance

Who May Own and Run a Dutch Company

Dutch company law sets no residence, nationality or work-permit condition for the shareholders or the directors of a BV. One person living abroad can hold every share and be the only director, and the deed can be signed for that person under a written power of attorney. What the law ties to the Netherlands is the statutory seat, the visiting address registered with KVK and the notary. Residence matters for tax: where the board meets and decides shapes where the BV is resident for tax and which treaties it can rely on.

The ultimate beneficial owners go into the UBO register at KVK: every individual with more than 25% of the shares, the votes or the ownership interest, or with effective control by other means; where nobody qualifies, the directors are entered as pseudo-UBOs. That register is closed to the public and serves institutions with anti-money-laundering duties, notaries and the authorities. The Business Register, by contrast, is public, so anyone can look up a BV’s name, address, activities, registration date and the officials who may sign for it.

The Yearly Cycle of a Dutch BV

• Annual accounts: drawn up by the board within five months of the year end, adopted by the shareholders, and published at KVK within eight days of adoption and never later than twelve months after the year end.
• Audit: required only once a BV is no longer small, meaning it exceeds two of three limits on two consecutive balance sheet dates: €7.5 million of assets, €15 million of net turnover and 50 employees.
• Corporate tax return: due by 1 June where the financial year follows the calendar year, unless an extension is requested before then.
• Dividend tax: declared and paid within a month of each distribution.
• Register changes: new directors are reported to KVK within one week, changes in the beneficial owners within seven days of becoming official.

Banking for a Dutch BV

A Dutch business account is a euro account with an 18-character IBAN starting NL, inside the SEPA area, and a BV’s balances are covered by the Dutch deposit guarantee up to €100,000 per bank. Forming a BV needs no bank, because the deed has not required a bank statement on the capital since 1 October 2012; accounts come afterwards, and one large Dutch bank accepts an application only once the BV is fully incorporated, on the KVK register and has its UBOs registered. Online routes narrow the choice for owners abroad: one bank opens online only for an owner living in the Netherlands, another only where every director lives in the EEA. A ready-made Dutch BV may still hold its original account, which the bank reviews after the sale. Our page on bank accounts for Dutch companies compares what each bank publishes.

Buying a Shelf Company in the Netherlands or Forming a New BV

Both routes lead to the same kind of BV and pass through a Dutch notary and the same identity checks, so the choice depends on what the company must already have on the day you need it.

• Form a new BV when you want your own name, articles and share classes from the start; founders who are EU nationals can also use the online formation route.
• Buy an off-the-shelf company, a never-traded BV already on the register, when a contract, lease or tender calls for a Dutch company that exists now, when an earlier incorporation date on the KVK extract matters, or when you want a BV whose VAT number has already been issued.
• Neither route gives a trading record: a shelf BV has no turnover, and its filed accounts say so.

The share transfer, the KVK and UBO filings and the bank review are explained on our page about buying a shelf company in the Netherlands, and our guide to off-the-shelf companies sets the two routes side by side across countries.

Our part in the Netherlands: we can supply a ready-made BV or form a new one, prepare the documents the notary needs together with the KVK and UBO filings, and help assemble the bank application. If we know a bank that suits the company and its owners, we can introduce it, and the decision on the account stays with that bank.

Frequently Asked Questions about Companies in the Netherlands

What does BV mean in a Dutch company name?

BV stands for besloten vennootschap met beperkte aansprakelijkheid, the Dutch private company with limited liability. Its name must begin or end with those words in full or with the letters B.V., which is why so many Dutch company names end that way. Since the Flex-BV reform of 1 October 2012 the form has had no statutory minimum capital.

What is the difference between a BV and an NV in the Netherlands?

Both are Dutch companies with limited liability, created by notarial deed and registered with KVK. The BV has no statutory minimum capital and suits nearly every use, from a one-person holding to the subsidiary of a large group. The NV must have issued and paid-up capital of at least €45,000 and is found mainly among listed companies. A BV can later become an NV by notarial deed without the legal entity ending.

Can I buy a shelf NV in the Netherlands?

Ready-made NVs are rare, because an NV would keep at least €45,000 of paid-up capital locked in while it waits for a buyer, with a bank confirming any cash paid in at incorporation. The usual answer is a shelf BV that the new owner converts into an NV after the purchase, by notarial deed with an auditor’s statement on its equity. The BV keeps its incorporation date, because the legal entity continues.

How can I check a Dutch company’s registration?

Look the company up in the KVK Business Register, which is public and gives every company an 8-digit KVK number. The online view shows the name, address, activities, registration date and the people who may sign for the company, and a certified KVK extract serves as official proof, for example for a bank. The UBO register, which records the individuals behind the company, is not open to the public.

Is a Dutch BV a good holding company?

It is a common choice. Dividends and gains from a subsidiary in which the BV holds at least 5% of the nominal paid-up capital stay outside its taxable profit, unless the holding is a non-qualifying portfolio participation. Treaties and the EU directives can reduce tax on income flowing in and out, but only for a BV with a genuine business purpose and real management in the Netherlands.