Once all the shareholders have agreed on the content of the
draft deed of incorporation, the BV can only be done by a public notary (vested
by the power of Attorney). The deed is then submitted to tax authorities and
trade register. The incorporation process itself can last a week.
If the BV company is classified as VAT entrepreneur, the
company has the obligation to file for VAT returns. It also has the legal
obligation of preparing an annual report and submitting all the relevant
financial statements. Besides, an audit has to be conducted by external
auditors if turnover exceeds €12 million, average employee number is over 50 or
total balance sheet totals are over €6 million.
The Dutch BV can have one or more directors who have
unrestricted power to represent the company; unless the Article of Association
says otherwise. Directors can be appointed or the role can be fulfilled by any
Every BV incorporated company has to have a physical address
based in the Netherlands — not a P.O. BOX address.
Again, the Dutch government has relaxed requirements and
regulations for incorporating a BV to encourage more investment, boost
entrepreneurship, and stimulate economic growth. As of this date, you only need
a share capital of €0,01, down from €18,000.
Share Capital does a Dutch BV Need?
If the business is owned by one shareholder, his or her
details will be publicly available. On the other, the details of only directors
are listed with Chamber of Commerce if the company is owned by several
Once a company has been incorporated as BV, it becomes a new
business entity with its own obligations and rights. With a capital share, the
Dutch BV company is legally owned by its shareholders – which could be one or
multiple shareholders, and foreigners or Dutch.
a Dutch BV Company
An abbreviation of Besloten Vennootschap, the B.V. describes
a limited liability company in which the shareholders and co-founders are not
personally liable for losses or debt of the company. This way, the shareholders
are only financially (or otherwise) liable for their investment in the said
company. Put otherwise, BV is a Dutch version of what you’d call a private
limited liability entity in the UK. It’s for this reason that BV has become the
go-to company choice for most foreign investors in the Netherlands.
More startups and companies in the Netherlands are being
incorporated as BV than ever before – and with good reason. In order to
encourage BV as the standard legal entity, the Dutch government has relaxed the
rules, making the process easier, more flexible, and cheaper. In this article,
we’re going to walk you through 7 valuable things you need to know about the
Guide to Dutch BV: 7 Important Things You Ought to Know