Set up a Limited Liability Company in The Netherlands

Limited liability company in the NederlandsWhat is a Dutch BV?

 

The Dutch BV (besloten vennootschap) is the most popular entity to be used as a financing, holding or royalty company in international structures. The Dutch BV is comparable to the American Limited Liability Company, or the German GmbH. Setting up a Dutch Limited Liability Company is ideal for entrepreneurs who want to establish or continue a business in The Netherlands. In particular, the Dutch BV offers a better appearance than a general partnership or a sole proprietorship, especially if you are doing business internationally. In addition, it offers the legal restriction of the private liability.

A Dutch BV is a company divided by shares. In particular, these shares are not freely transferable and are privately registered. A Dutch Public Limited Liability company may be incorporated by one or more ‘incorporators’, being either individuals and/or legal entities. Furthermore, the company is allowed to have a shareholder, who is also a member of the board. Both individuals and companies can be the (only) incorporator of the company, as well as the management. Moreover, it does not matter if this individual or entity is Dutch or foreign. Another advantage of a Dutch BV is the fact that the minimum share capital is 0,01 EUR.

 

To set up a Dutch Limited Liability Company, you need to:

 

  • At first, choose a name for your company;
  • Secondly, decide who will be the shareholder(s) and the amount of the share capital;
  • Thirdly, get an address in The Netherlands;
  • Then draft and sign the deed of incorporation (see below);
  • And finally, register the Dutch Private Limited Liability Company in the trade register of the Chamber of Commerce.

The registration of a new company in the trade registry should be accompanied by the deed of incorporation. In particular, this deed should contain the following:

  • A copy of the Articles of Association;
  • A statement of paid-in and issued share capital must be filed;
  • A brief description such as name, address and other details of the founders or of all the members of the board of directors;
  • And finally, a description of each managing director’s authority, to represent and bind the company.

Besides that, you may also need to open a Dutch bank account. Also, you will acquire Dutch tax numbers. These numbers will be issued by the Dutch tax authorities, if appropriate.

 

If you need more information to set up a Dutch BV, please feel free to contact us through the contact form below! CompanyNL could help you getting in touch with a Dutch notary to establish your Dutch BV.