Incorporating a Dutch B.V.

1 Introduction
Unless there is a specific reason to incorporate a different form of organisation, the B.V. form is usually a preferred way to go. This memorandum serves mainly as a checklist (with references to the Dutch Civil Code (also DCC) made where necessary) of the matters to be considered and resolved before and after the incorporation procedure is commenced.
Quick facts about the form of a Dutch B.V. (also the Company):
  • no minimum capital requirement;
  • no maximum number of shareholders;
  • preference shares (carrying special / disproportionate rights) allowed;
  • no director’s/shareholder’s nationality / residence requirements1;
    1 Subject to the EU-sanction lists: e.g., we cannot provide incorporation services to the residents of Russia and Belarus.
  • no publicly available information on the shareholders in the Commercial Register unless there is only one shareholder2.
    2 In case of only one shareholder, this fact and the identity of the shareholder is mentioned on the extract of the Company's registration details, which is publicly available.
2 “B.V. i.o.” – activities in the name of the B.V. prior to incorporation
The Founder(s) or future managing director(s) of B.V. may enter into transactions on behalf of the Company before its incorporation. In that case, the words “B.V. i.o.” (“in oprichting” or “to be incorporated”) are usually added to the name of the Company.

From a practical perspective, the Founder(s) may be interested in receiving incoming invoices issued to their “B.V. i.o.” in order to later on account for the amounts of the VAT paid in the first VAT return of their Company. For the purposes of obtaining of a 30% tax ruling foreign Founder(s) often enter into a labor agreement(s) with their “B.V. i.o.”. Thus, they can ensure that they are treated as hired from abroad.

The B.V. i.o. will be bound by the legal acts performed in its name before incorporation if the Company ratifies such acts after incorporation (or in case of certain specified acts if, in the deed of incorporation, the Founder(s) binds/bind the Company directly). Until the Company has ratified a legal act, the persons who performed such legal act shall be bound jointly and severally themselves, unless the contrary is expressly stipulated with respect of such legal act.
3 Deed of Incorporation
The main document which needs to be executed before a Dutch Civil Law Notary (“Notary”) and the copy of which needs to be deposited with the Dutch Chamber of Commerce (Kamer van Koophandel, also “KVK”) is a notarial Deed of Incorporation (oprichtingsakte) (also “Deed”)3.

3 Articles 2:4, paragraph 1, 2:175, paragraph 2, DCC
The Deed needs to be executed in the Dutch language4 and contains at least the following:
4 Article 2:176, DCC
  • the Company's Articles of association (statuten);
  • information on the Founder(-s):

    1) the name, date of birth, place of birth and full address;


    2) if a Founder is a legal person, the kind of legal person, name and full address of the legal person5;

    5 Article 2:196, paragraph 2c, DCC
  • the initial managing director(s) (bestuurders);
  • the initial supervisory director(s) (if applicable);
  • the initial issued and paid-up share capital (if applicable)6;
    6 Article 2:178, paragraph 1, DCC
  • the manner of payment of the initially issued shares (in cash or in kind)7;
    7 Article 2:204a, DCC
  • the determination of the first financial period of the Company.
Depending on the circumstances, the Deed of incorporation can be executed by the Founder(-s) or by the representative (proxy) thereof – e.g. the Notary; personal attendance of the Founder(-s) at the signing may or may not be required.
4 Information required for the Deed
The following information is required for the preparation of the draft Deed of Incorporation.
a) Name of the Company
In the Questionnaire below (see Table C, Question 1) you are asked to indicate the name of the Company. The proposed name will be pre-checked across the KVK database by the Notary in order to avoid potential third party infringement claims.
b) Legal seat
The Company's Articles of association must mention the address of its registered office8 mandating the Founder(s) to arrange for such address before the incorporation takes place. Although the address shall be in The Netherlands it does not have to coincide with the actual place of doing business.

In the Questionnaire below (see Table C, Question 2) you are asked to indicate whether the Founder:
  • as a (future) Dutch resident is planning to use his/her residential address as that of the registered office;
  • arranges (him-)herself for an office space; or
  • whether a third-party service provider shall provide such. In case of latter, you are further asked to select between the mailbox service (only the receipt and sharing of correspondence) and an actual office space with physical access to the facility (e. g. a co-working).

The use of any of the options above would be sufficient for the purpose of meeting the incorporation requirements. However, depending on the individual circumstances of the to-be-established Company, its Founder(s) and Director(s) (as to be described in the Questionnaire below) the renting out a physical office may help streamline the Dutch bank account opening and offers more tax certainty in The Netherlands.

8 Article 2:178, paragraphs 1 and 3, DCC
c) Object
The Articles of association of the Company must contain a description of the Company's anticipated activities. The corporate purpose may be generic, which is advisable to give the Company more flexibility.9

9 Article 2:177, paragraph 1, DCC
d) Share capital
The B.V. is not required to have a minimum issued and paid-up share capital (geplaatst en gestort kapitaal). It is sufficient if at least one share (e.g. of EUR 0,01 nominal value) with voting rights held by a party other than the B.V. itself or its subsidiary.10 It is more practical, however, to provide for a minimal share capital which can be easily distributed between the Founder(s) and future shareholders of the Company. From this perspective, a number that is a multiple of 12 is often used, i.e. 12, 120 or 1200 shares.

Should the Founder(s) consider the nominal value/number of shares increase/decrease or share disposal after incorporation such act would require a notarial deed, changes into the Articles of association and the register of shareholders and KVK notifications. Therefore, it is advisable to preplan the allocation of the share capital at the incorporation so that it is later is changed only to meet the financing needs or to distribute the capital tax efficiently to the shareholders.

B.V.-s may only issue registered (in contrast to the bearer) shares11.

10 Article 2:175(1), DCC
11 Article 2:175, DCC
e) Share transfer restrictions
The Dutch Civil Code allows for the Articles of association of a B.V. to include provisions that limit the free transferability of the shares of the B.V.. If the Founders want no restrictions to apply to the transfer of the Company’s shares, they need to opt in for such customization of the Articles of association in the Questionnaire below (see Table C, Question 6).

Otherwise, the pre-emption right applies by default12:
  • the existing shareholders must be offered the shares of the selling shareholder first before such shares may be offered to an outsider;
  • the sale price offered to the existing shareholders by default is determined by an independent expert.

In order to cost-efficiently allocate the incentives among the Company’s employees / advisors we advise to consider the use of the depositary receipts issued by the STAK (stichting administratiekantoor) foundation. Such structure allows for: (i) the (partial) transfer of the Company’s voting shares to the foundation run by the Founder(s); and (ii) the
issuance to the employees / advisors by the foundation of the depositary receipts bearing economic rights to the Company’s shares which enables the holders to dispose of the depositary receipts without the involvement of a notary.

12 Article 2:195, DCC
f) Financial year
The end of the financial year of the Company coincides with the end of the calendar year in which the Company was established, unless the Founders opt in (in the deed of incorporation) for a prolonged first financial year (verlengd boekjaar).13 In the Questionnaire below (see Table C, Question 4) you may select when the first financial year will end which date cannot exceed the date of incorporation by 24 months minus one day. We generally advise you to set the first financial year end date as the last day of the calendar year following the year of the incorporation (e. g. incorporated in 2024, then the date is set at 31/12/2025). This way your Company will only be obliged to prepare and file the Annual Accounts and the Corporate Income Tax Return once (and not twice) for the combined first reporting year (of 2024-2025).

13 Article 2:10a, DCC
q) Management and Supervision
The corporate bodies of the Dutch Company are the general meeting of shareholders (algemene vergadering van aandeelhouders) (also – “General Meeting”) and the Board of Managing Directors (bestuur) (also – “Board”).14

The B.V. must have at least one Managing Director, either an individual or a legal entity, with the first appointee being determined at incorporation. Although, from a corporate law perspective there are no legal requirements regarding the number, nationality or residence of managing directors, the Dutch residence may be required for the purpose of opening a local bank account, obtaining specific business license or ensuring tax certainty.

The Articles of association may also provide for the Supervisory Board (Raad van Commissarissen) consisting of one or more non-executive directors.15 The Supervisory Board is required by law for large B.V.-s (minimum of three members). The Supervisory Board has the duty to supervise the policy of the Board of Managing Directors and the general affairs of the Company’s business.

Generally, Board members are appointed by virtue of a resolution of the General Meeting.

It is, however, allowed to customize the Articles of association by providing that some or each of the Board members are appointed by the meeting of holders of shares of a certain class or of certain share numbers, provided that each shareholder (except for the holder of non-voting shares) will have some vote in the appointment of at least one Board member.

In the Questionnaire below (see Table E, “Managing Directors” Section) you shall select (if applicable, whether the Managing Directors are solely authorised to bind the Company before third parties or whether a joint or unanimous authorisation (i.e. the number of signatures) is required in order to bind the Company.

Generally, within 6 months after the end of a financial year an annual General Meeting must be held.1 In a B.V., however, the annual meeting may, with the consent of all persons with meeting rights, be replaced by a written resolution.17

The following decisions require approval by the General Meeting:
  • the appointment, removal and discharge of directors;
  • approval of annual reports;
  • amendments to the Articles of association;
  • issuing shares and granting rights to subscribe for shares, unless these powers have been delegated to another body (e.g. the Board);
  • reorganisation of the share capital in any way (can also be transferred to the Board);
  • limitation or exclusion of pre-emptive rights in relation to the issue of shares, unless this authority has been delegated to another corporate body (e.g. the Board);
  • delegating to another corporate body (e.g. the Board) the authority to issue shares, grant rights to subscribe for shares and limit or exclude pre-emptive rights;
  • authorisation for the Managing Directors to repurchase shares;
  • a reduction in issued share capital;
  • approval of the Board’s resolutions resulting in a change in the legal status of the B.V.;
  • distribution of dividends or distributable reserves, unless these powers have been delegated to another body (e.g. the Board);
  • the Company’s liquidation;
  • merger or division of the Company.

14 Article 2:239, DCC
15 Article 2:250, DCC
16 Article 2:218, DCC
17 Article 2:238, DCC
h) Decision-making thresholds
Unless otherwise provided by law or the Articles of association, a resolution of the General Meeting may be adopted by a simple majority of votes (more than 50 per cent) of the shareholders.18 However, the Articles of association may provide for other requirements for the adoption of the resolution, including:
 disproportionate voting (veto rights or disproportionate allocation of voting rights for different classes of shares);
•  granting of veto rights to a Board member appointed by a certain shareholder of the BV;
  approval of a particular matter requires the approval of, or may only be submitted for approval by, a member of a particular share class;
  for the appointment and change of a Board member – the threshold for the approval may be increased to no more than two-thirds of the votes of the members present at the General Meeting (provided that B.V. members representing more than half of the B.V.-'s capital participated in the voting)19;
the right of certain shareholders to appoint certain directors subject to the mandatory overruling right to cancel such privilege exercised by at least two-thirds of the votes of the members present at the General Meeting (provided that the voting was attended by the B.V.-’s members representing more than half of the B.V.-'s share capital)20.

The Founder(s) shall opt in for the customization of the Articles of association in the Questionnaire below (see Table C, Question 7). Otherwise, the standard corporate governance procedures will apply by default.

18 Article 2:230, DCC
19 Article 2:244, DCC
20 Article 2:243, DCC
i) Subscription for shares: in cash and in kind
The shares issued on incorporation of a B.V. may be paid up in cash on or after the incorporation (i.e. it is not strictly necessary to open a corporate account simultaneously with the establishment of the Company).

If payment on shares is made in kind, the nature of the contribution must be specified in a signed statement made by all of the Founders (whether contributing such assets or not) on incorporation, as well as the economic value thereof (assessed no earlier than 6 months prior to the date of incorporation) and the valuation methods applied.21 It is not mandatory to provide an accountant’s statement for this purpose, however, it may be recommended to the extent the Founders want to limit their liability before third parties for any discrepancies between the actual and the stated value of the in-kind contribution.

Contributions other than in cash must be made immediately after the shares have been issued.22 Shares cannot be paid in the form of work or services.23

21 Articles 2:191a and 2:191b, DCC
22 Article 2:191b, DCC
23 Article 2:191, paragraph 1, DCC
5 What is the purpose of a personal holding Company?
In the Questionnaire below you shall fill in the table (see Table C) for each Company the Founder(s) will own, including the personal holding Company (also “PHC”) (see Table C, Question 8), if any.
Below we indicate some of the main advantages of holding shares in an operational Company (also “OpCo”) through a PHC:
  • tax deferral: OpCo's profits do not have to be distributed directly to the Founder(s) but, rather, they can be consolidated tax-free at the level of PHC. This allows to defer individual taxation (a Dutch tax resident would pay 24,5%/33% (2024) income tax on dividends / capital gains from the sale of the business; a non-Dutch tax resident would incur a Dutch dividend withholding tax of 15% (2024), however, a careful tax planning is required where local controlled-foreign-companies’ rules apply to the foreign Founder);
  • PHC as a “savings bank”: loans to the Founder, pension/life insurance deductions, acquisition of cars/real estate, other dual-use assets (personal/business) are placed on PHC's balance sheet and are separated from the operational risks of OpCo and from the control by other Founder(s);
  • tax savings for 2+ Founders: in the case of two or more Founders a management fee is usually agreed between an OpCo and a PHC of each individual Founder. This could allow for a flexible and tax efficient income flow to the Founders (tax savings are achieved by the management fee being deducted from the OpCo’s corporate income tax base. In case of two PHCs, this will save a maximum of approximately € 21 000 in corporate tax if OpCo's net profit exceeds
    € 600 000 (which will be three times will be taxed at a rate of 19% rather than once at 25,8% (2024)); in addition, the Founders can independently negotiate a minimum salary level for a director-shareholder of PHC with the tax authority based on their personal circumstances.
6 Managing Director’s Liability
In the Questionnaire below (see Table D, Question 6) you are asked to procure that the proposed Managing Directors acknowledge the liabilities they may face upon taking the respective office.
A Managing Director may be held personally and financially liable:
  • vis-à-vis a third party, in case of a civil harmful wrongdoing (onrechtmatige daad);
  • vis-à-vis the Company if he/she fails to properly perform his/her managing powers;24
    24 Article 2:9, DCC
  • vis-à-vis the bankrupt estate for any deficit if the Board has manifestly improperly performed its duties and such misconduct constituted an important cause of the bankruptcy of the Company25.
    25 Articles 2:138/248 and 2:50a, DCC
Directors and decision-making shareholders may be held jointly and severally liable for the Company’s unpaid debts in case gross negligence or willful misconduct. Gross negligence is presumed if the Board failed to comply with its obligations to maintain a sufficient administration during the 3 years preceding the bankruptcy, keep the accounting records for at least 7 years or timely draw up and file the annual accounts.26

26 Article 2:248, DCC
Directors and decision-making shareholders may be held jointly and severally liable by the tax collector or social security authorities for wage withholding tax, social security contributions, value added tax, excise duties, customs duties and certain minor taxes (e. g. ecotax) due.27 For instance, in case of a failure to report the expected non-payment of such debt within 2 weeks from the final date on which the tax had to be paid.28

27 Article 36(3). Collection Act 1990 (Iw), Article 60, Social Insurance (Funding) Act (WFSV)
28 Article 7, Implementation Decree Collection Act 1990 (Uitv. besl. lw)

7 Shareholders’ Agreement
In the Questionnaire below (see Table D, Question 5) you are asked to indicate whether the Shareholders’ Agreement is planned to be entered into.

Agreements between shareholders, which provide, for example, how the shareholders will vote or exit the Company are valid under the Dutch law. A shareholders' agreement has a flexible and private character: there are no notarisation or filing/disclosure requirements involved.

Further, Founders are entitled to choose any law that will regulate their legal relations, including the law of England and Wales. At the same time, it is important to bear in mind that the Dutch law contains a number of mandatory norms regulating corporate legal relations, which will apply regardless of the law chosen by the parties. For example, the General Meeting’s authority or specific decision-making thresholds (see Paragraph 4, Subparagraphh” above) are strictly regulated by the Dutch law and cannot be changed by the shareholders' agreement.

8 Annual bookkeeping and tax administration
S.A.L.T. Partners B.V. provides the full scope of bookkeeping and tax administration services which are required under the Dutch law, and which include:
  • Bookkeeping. Members of the Board must ensure that B.V.-‘s books and related documents are kept in such a way that the rights and obligations of the Company are available for inspection at any time.29
    29 Article 2:10, DCC
  • Salary administration. Monthly preparation and filing of payroll tax declarations (loonaangifte) with the Dutch Tax Authority.
  • VAT returns preparation and filing. Quarterly preparation and filing of VAT tax returns (BTW-aangifte) and recapitulative statements (ICP-opgaaf) with the Dutch Tax Authority.
  • Annual Accounts preparation and filing. A B.V. must prepare and publish its annual accounts (jaarrekening) with the Commercial Register within 12 months from the end of the financial year.
  • Corporate Income Tax return preparation and filing. A B.V. must prepare and file its corporate income tax return (VPB-aangifte) with the Dutch Tax Authority, generally, by June 1st of the year following the end of the financial year.
In the Questionnaire below (see Table D, Questions 8-17) specific questions are asked relating to the bookkeeping and tax administration.
We can provide you with information regarding the complete scope of our services and rates after you fill in send the below Questionnaire to us.

Incorporation Procedure

For a foreign-resident Founder to incorporate a Dutch B.V. the procedure the following steps have to be followed:
  • 1
    onboarding with the Notary;
  • 2
    drafting the Deed of incorporation and Articles of association;
  • 3
    executing, perfecting and sending the power of attorney and the passport copy;
  • 4
    executing the Deed of incorporation;
  • 5
    filings with the Commercial Register and delivery of incorporation documents to the Founder(s).
Hereunder we will provide you with a short explanation of these steps.

Step 1. Onboarding with the Notary
After you fill in the Questionnaire below, we initiate the request for the quote with the Notary who will revert to us usually within a few business days with the quote and the required documents for the onboarding purposes (KYC/AML).

We will revert to you with the full list of onboarding documents requested (for indication see Section III below) and our quote for the incorporation services.
Should the Founder(s) accept our offer, we will send you an invoice and will start collecting from you the required documents.

Timeline: 2-3 business days.
Step 2. Drafting the Deed of incorporation and Articles of association
The draft Deed of incorporation and Articles of association will be prepared by the Notary based on the data from the Questionnaire below and under the default rules (see for more details Section I, paragraphs 3 and 4 above), unless you provide us with specific instructions or a request for advice regarding customization of the Deed of incorporation / Articles of association.

In case we receive from the Founder(s) a request for the tailored Articles of association we will provide the Founder(s) with an additional quote to cover for the respective consultations and the drafting of the relevant customization provisions.

An English translation of the Deed of incorporation and the Articles of association will be provided together with the Dutch original.

Timeline: 5 business days (boilerplate Articles of association) following receipt by the Notary of all the requested Onboarding documents.
Step 3. Executing, perfecting and sending the power of attorney and the passport copy
Should the Founder(s) agree with the draft Deed and Articles of association, he/she/they can sign and send to us the English draft power of attorney (also – “PoA”), provided by us, enabling the Notary to incorporate the B.V on behalf of the Founder(s).

In addition, the passport copy(-ies) of the Founder(s) need to be prepared and sent to us.

Certifications of the PoA signature(s) of foreign Founders and of the passport copy(-ies) have first to be made by the local civil-law notary(-ies). Secondly, an Apostille in accordance with The Hague Convention of 5 October 1961 needs to be furnished (stamped) on such documents. The duly perfected documents should be sent to us.

Timeline: on average 2-3 weeks.
Step 4. Executing the Deed of incorporation
After receiving all of the requested documents and forms, the Notary will proceed with executing the Deed of incorporation.

Timeline: 3-5 business days.
Step 5. Filings with the Commercial Register and delivery of the incorporation documents to the Founder(s)
Following the incorporation, the Notary will file the datacard(s) signed by the Board member(s) to the Commercial Register. The Notary will also provide the Founder(s) with:
  • the executed Deed of incorporation and the Articles of association;
  • the Company’s shareholders register; and
  • an extract from the Commercial Register of the B.V.

Timeline: 3-5 business days.

Documents for Onboarding

The indicative list of documents which may be required from a foreign Founder at onboarding by the Notary includes:
  • proof of address: a lease contract, a utility bill, Internet/mobile subscription bill;
  • a notarised passport copy;
  • a residence permit copy;
  • business plan;
  • CV.