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Company formation in the Netherlands differs from most of Europe in one respect: a Dutch BV or NV only comes into existence when a civil-law notary (notaris) executes the deed of incorporation (Articles 2:175 and 2:64 of the Civil Code, Book 2). There is no registry form that founders file themselves. The notary identifies the people involved under the Dutch anti-money-laundering act (Wwft), executes the deed, registers the BV and its directors in the Business Register (Handelsregister) of the Kamer van Koophandel (KVK) and enters the ultimate beneficial owners in the UBO register. KVK then passes the new company to the Belastingdienst, the Dutch tax authority, which issues the VAT numbers. Whether you call it company registration in the Netherlands or opening a company in Holland, this is the route, and the law fixes its order.
Almost every founder registers a BV (besloten vennootschap met beperkte aansprakelijkheid), the Dutch private limited liability company, reformed by the Flex-BV legislation that took effect on 1 October 2012. The NV (naamloze vennootschap) is the public limited company, used by listed groups and where a capital floor is expected. A foreign company that only needs a Dutch presence can register a branch instead of forming a new company.
| Point | BV | NV | Branch of a foreign company |
|---|---|---|---|
| Separate Dutch legal person | Yes | Yes | No, it remains part of the foreign company |
| Created by | Notarial deed (Art. 2:175) | Notarial deed (Art. 2:64) | Registration of the Dutch establishment with KVK |
| Share capital | No statutory minimum since 1 October 2012; business.gov.nl: at least €0.01 paid into the company | Minimum capital €45,000, issued and paid up (Art. 2:67) | None |
| Bank statement on capital | Not required since 1 October 2012 | Required for cash paid in at incorporation (Art. 2:93a) | Not applicable |
| Online formation | Yes, for EU nationals (Art. 2:175a) | No online route in Book 2 | No |
| Name | Begins or ends with B.V. | Begins or ends with N.V. | The foreign company’s own name |
For a foreign entity establishment, the branch (vestiging), KVK asks for forms 6, 11 and 13, proof of registration abroad no more than one month old, the deed and articles, proof that the company may use its Dutch visiting address, and population register extracts for officers living abroad. Every year by 1 April it sends KVK fresh proof of its foreign registration. As a branch is not a separate legal person, the foreign company carries every obligation it takes on.
Dutch notaries are Wwft institutions when they help form a company (Article 1a of the Wwft), so they identify the founders, the future directors and the beneficial owners before anything is executed. The requirements below come from Book 2 of the Civil Code and from KVK.
| Requirement | What Dutch law or KVK asks |
|---|---|
| Founders and shareholders | One or more persons of any nationality or residence; at least one voting share must be held by someone other than the BV itself (Art. 2:175) |
| Directors | One or more; no Dutch residency, citizenship or work-permit rule for the director of a BV |
| Articles of association (statuten) | Contained in the deed; they state the name, the statutory seat and the purpose (Art. 2:177) and the nominal amount of the shares (Art. 2:178) |
| Statutory seat (statutaire zetel) | A municipality in the Netherlands (Art. 2:177(3)); it is not the same thing as the visiting address registered with KVK |
| Language of the deed | Dutch (Art. 2:176(1)); English is possible only on the online route |
| Signing from abroad | Through a power of attorney, which must be given in writing (Art. 2:176(1)) |
| Contribution in kind | A description of what is contributed, its value and the valuation method, dated no more than six months before formation and signed by all founders (Art. 2:204a) |
| Directors living abroad | For KVK: a legalised copy of a valid ID and an extract from their country’s population register, not more than 2 months old |
| Visiting address | If it is not a home address, proof of use such as a lease signed by both parties or a Kadaster extract |
Since 1 January 2024 a BV can be formed by electronic notarial deed under Article 2:175a, which implements the EU directive on digital tools in company law. The route is open only to nationals of an EU member state, contributions must be in cash (Art. 2:191a(4)), and the deed may be executed in English. Where only natural persons form the BV with the model deed, the notary must complete the formation within five working days, and in other cases within ten, counted from the later of the day all formal requirements are met and the day the shares are paid. A notary who cannot keep to that period must tell the founders why. Proposed directors declare whether a director disqualification has been imposed on them in another member state.
Founders from the United States, the United Kingdom, the Gulf or Asia use the ordinary route: they sign a written power of attorney, and the person named in it signs the Dutch deed for them. That route has no statutory deadline, and in practice its length depends on how quickly the notary’s due-diligence file is complete.
| Tax | Rate in 2026 | How it applies |
|---|---|---|
| Corporate income tax (vennootschapsbelasting) | 19% | On taxable profit up to the threshold of €200,000 |
| Corporate income tax | 25.8% | On taxable profit above that threshold |
| VAT (btw) | 21%, 9%, 0% | General, reduced, and zero for certain cross-border services |
| Dividend tax (dividendbelasting) | 15% | Withheld by the BV and declared within one month; treaty relief for shareholders abroad, sometimes with a permit |
| Participation exemption (deelnemingsvrijstelling) | Exempt | Dividends and gains from a holding of at least 5% of the nominal paid-up capital, unless it is a non-qualifying portfolio participation |
The Netherlands has tax treaties in force with close to 100 countries, but relief is conditional: the principal purpose test of the OECD Multilateral Instrument and Dutch anti-abuse rules require a genuine commercial purpose, and where the board actually meets and decides shapes the BV’s tax residence.
A new Dutch BV is not slow, so buying one ready-made is a choice for particular cases rather than the default. It helps when a contract, a lease or a tender needs a company that already exists, when you would like an older incorporation date on the KVK extract, or when you want a BV whose VAT number has already been issued; some of our Dutch ready-made BVs also come with their original bank account, which the bank re-checks after the sale. Both routes run through a notary in the Netherlands and the same Wwft checks, so neither avoids them. How the share transfer works is explained on our page about buying a shelf company in the Netherlands, and the general mechanics of off-the-shelf companies are covered separately.
No agent can replace the notary, who alone executes the deed and makes the first KVK and UBO entries. Our part sits around that: we form a new BV or supply a ready-made one, prepare the papers the notary and KVK ask for and the registry filings, and help put together the bank application. Where we have a working contact at a suitable bank we can introduce you; the decision is the bank’s alone. See also our guide to bank accounts for Dutch companies and the Netherlands overview.
The only period set by law is for online formation by EU nationals: five working days where natural persons use the model deed, ten in other cases, counted from the day the formal requirements are met or the shares are paid. On the ordinary route with a power of attorney there is no statutory period; it depends mostly on how quickly the notary’s identification and ownership checks are complete.
There is no statutory minimum since the Flex-BV reform of 1 October 2012, and business.gov.nl says at least €0.01 is paid into the company. No bank statement on the capital is needed any more. The NV is different: its minimum capital is €45,000, which must be paid up, and cash paid in at incorporation needs a bank’s statement attached to the deed.
Yes. Dutch law sets no residency, citizenship or work-permit rule for the shareholders or directors of a BV, and one non-resident can hold all the shares and be the only director. A non-EU founder signs a written power of attorney for the Dutch deed. KVK will want a legalised copy of each foreign director’s ID and a recent population register extract.
No. Since 1 October 2012 the deed no longer needs a bank statement on the paid-in capital, so the BV is formed first and banks are approached afterwards. That is also the order the banks expect: ING, for instance, does not accept an application for a BV that is still being formed and wants the company registered with KVK and its UBOs entered in the UBO register.
The KVK number is the 8-digit company registration number in the Dutch Business Register, shown on the KVK extract. The RSIN is the legal entity’s identification number for tax and government purposes, generated when the BV is registered. The Belastingdienst derives a BV’s VAT number from the RSIN, and banks such as ING and ABN AMRO ask for the KVK number when the BV applies for an account.
Not the public. KVK gives access at three levels: institutions with anti-money-laundering duties such as accountants, lawyers and trust offices; certain financial institutions and civil-law notaries; and the Financial Intelligence Unit and authorities such as De Nederlandsche Bank, the Belastingdienst and the police. Rules for others with a legitimate interest are still being prepared.
Planning a Dutch BV and unsure which route fits? Tell us who the founders and directors are and we will set out what the notary will need, or which ready-made BVs we can offer instead. You can also reach us on Telegram or WhatsApp at +48 663 247 166.