7 Things you need to know about the Dutch BV
What is the Dutch BV (Besloten Vennootschap)
This is the Dutch version of a private limited liability company , in other words a company whereby the shareholders are only (financially) liable for their investment in the company, and not personally liable for any debts, one of the reasons why the Dutch BV is the most preferred company type for foreigners.
Ok, so who are the owners?
A Dutch BV is owned by his shareholders whose shares are privately registered. There is at least one shareholder required. The shareholders can be individuals or legal entities, and can be both Dutch or Foreign.
In case of one shareholder, the details of the shareholder are publicly available in the Chambers of Commerce. In case of multiple shareholders, details are not publically available and only the directors of the BV will listed.
Do I need to bring a lot of cash as share capital?
Since October 2012, when the Dutch Government eased the requirements for the BV in order to stimulate entrepreneurship, the minimum amount of share capital has been reduced from €18.000,- to €0,01. We advise to incorporate a Dutch BV with a share capital of €100,- with a nominal value of €1,- per share. When you require a nominal share above €1000,- please inform us, as the incorporation procedure will be slightly different.
A BV is required to have at least one director. No company secretary is needed. The directorship could be fulfilled by the sole shareholder, or by appointed directors.
The director(s) have in principle unlimited power to represent the company, unless restricted by the articles of association, or additional shareholder and management agreements.
A Dutch BV is required to have its company address in the Netherlands. This should be a physical address; no postal box is allowed.
What are the legal and fiscal obligations?
The BV has the legal obligation to prepare an annual report, and submitting the financial statements to the company register at the Chambers of Commerce. ￼In case the BV is classified as VAT entrepreneur, the BV is in principle obliged to file a VAT return
Audit must be performed by external auditors when (2 out of 3 requirements must be met) the company’s turnover exceeds EUR 12 million, the balance sheet totals over EUR 6 million and the average number of employees is 50.
All clear, how can I start the incorporation?
A Dutch BV can only be incorporated by a notary public. Once all shareholders have agreed on the draft deed of incorporation, the deed will be executed by the notary. Once incorporated the BV will be submitted at the trade register and tax authorities. A notary public can execute the deed based on a Power of Attorney, so no actual presence is needed.
To start the incorporation process we only require information such as the number of shareholders, details per shareholder and main activities of the BV. The deed will be, according to Dutch law, drafted in Dutch. However a translation is required since the shareholders must understand what they are signing for. If you wish to review a free draft of the articles of association, please contact us.
The incorporation process can be finished within a week, but is highly dependable on the specific situation, the possibility to sign a power of attorney for the incorporation and fulfill the identification requirements.
Awesome, Coca Cola BV sounds good!
Unfortunately, it is not allowed to register a company or trade name that is already used by another Dutch BV, or that is listed as an official trade name. Check If your desired company name it still available with our BV name check tool at the start of the incorporation process.
The name should always end or start with “BV”. Next to the name you can register an additional trade names which allow you to act as multiple brands under one legal entity.