It is possible to set up a BV from abroad? To do this, you do not have to physically come to the Netherlands. This is possible both in the case of an incorporation by a natural person and by a foreign company. This article discusses how an incorporation with a foreign company takes place at Firm24.

How do I start the incorporation of a BV through Firm24?

If you want to set up a BV with a foreign company as shareholder, the process via Firm24 does not follow the usual online procedure. First of all, you will have to contact our support team. They will look for a civil-law notary from our network who can take care of the incorporation in the Netherlands. Before the civil-law notary can issue an offer, you will need to fill in a so-called 'information request'. After filling in the information request you will receive a quote from the civil-law notary for the entire procedure. Once the invoice is paid the notary will get to work.

A BV is recognized as a Dutch tax resident starting from the day of incorporation, thus has to meet Dutch substance requirements in order to comply as resident entity for tax purposes in the Netherlands.

What is an information request?

An 'information request' is a form containing all the information the civil-law notary needs to set up your BV with a foreign company in the Netherlands. You fill in the 'information request' and send it back to Firm24 together with an extract from the Chamber of Commerce of the foreign company. We will ensure that the form reaches the civil-law notary.

What does the civil-law notary do in the Netherlands?

After the signed documents have been received in the Netherlands, the Dutch civil-law notary can start working for you. On the basis of the signed documents, the notary will draw up the final draft deed for you. You will receive this by email. After written approval, the civil-law notary will pass the final deed and your BV will be established with a foreign company as shareholder/director.

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The registered address

The business address of your BV must always be a Dutch business address. This must be an address where, for example, the tax authorities can visit you. This means that it cannot be a P.O. box. If you use a business address other than your own home address in the Netherlands, you will need to submit a rental agreement or statement of consent from the landlord. In this way, the notary can check whether you are actually allowed to settle at the address given.

How does the legalisation work abroad?

After you have agreed to the offer, the procedure starts. The necessary documents such as the power of attorney and the UBO declaration must always be signed in the country where the foreign company is incorporated. You will therefore have to go to a notary in that country. A Dutch civil-law notary will have to be able to verify that you have actually been to a civil-law notary abroad to sign the documents. That is why you will also have to obtain an apostille in the country where the foreign company is incorporated. Once the documents have been signed and provided with an apostille, send this hard copy to the civil-law notary in the Netherlands and scanned into Firm24.

What is an apostille?

An apostille is a declaration, in the form of a stamp and serves as legalisation. It establishes your identity. Normally the Dutch notary does this, but because you have signed abroad, the Dutch notary cannot do this. The apostille only applies to countries that are members of the apostille agreement. So pay attention to this.

Not a party to the apostille treaty?

If you have to sign the documents in a country that is not party to the apostille treaty, the legalisation procedure is slightly different. In that case, you must visit the Ministry of Justice or the Ministry of Foreign Affairs of the country in question with the signed documents in order to obtain stamps there.

Are there any other documents needed?

If you do not live in the Netherlands and the notary cannot check your address in the GBA or BRP, you will need to submit a utility bill. A utility bill is a gas/water or electricity bill from your address abroad not older than one month. From this bill the notary can still check if the address you gave is correct. You also need to provide a legal opinion.

What is a legal opinion?

A legal opinion is a statement from a notary. In this case, the notary abroad. In this statement the notary declares that:

  • The entity exists
  • The person who wishes to sign on behalf of the entity is the director
  • This person is independently authorised to establish the BV on behalf of the entity

What are the costs?

Our civil-law notaries do not charge a fixed price for the incorporation of a foreign company. The reason for this is that the work of the civil-law notary depends on all kinds of factors of the foreign company. For example, the country of origin of the foreign company and the number of directors of the foreign company. Our civil-law notaries thus work on the basis of an offer after they have received the completed information request and the extract from the local Chamber of Commerce.

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