Formation formalities of the Dutch B.V.
Following is brief information about Dutch Private Limited, identifying a company's specific procedures, the length of the process, the legal requirements and our costs. We are delighted to offer personalized service to all our clients. If the content you are looking for is not covered in the information below, kindly let us know and a member of our staff will assist you very shortly.
We require the following information to set-up your Dutch B.V company:
You must provide the following KYC documents:
Registered Office/ Domiciliation:
Information on Shares and Share Capital of B.V Company:
Public Notary Function:
BV's merger process requires the involvement of Dutch notary. Under normal circumstances the incorporation can be done by proxy, so that personal attendance of the directors or shareholders is not required. In this case, proxy and a passport copy must be legalized by a local notary. We can provide you with clear indication for your notary public on the type of legalization that will be required. The articles will be (and must be) written in Dutch language, but we will provide translations in English / Chinese or other languages. Legalization can be provided in English.
Minimum capital for a Dutch BV company:
The minimum capital prerequisite for a Dutch BV has been eliminated w.e.f, 1 October 2012. Although The most commonly used minimum share capital is € 100, divided into 100 shares of €1 each.
Steps to setup Dutch BV Company
Step 1: Summary, Powers of Attorney and signing of incorporation documents
After we have processed the mandatory information and documents (by email) we will provide you with draft articles of incorporation of the BV and the forms and documents which will need to be provided by you for completion of the incorporation. We will provide you with these documents, request approval of the draft articles and provide other required documents / forms. If you do not visit our office to sign documents or provide your original KYC documents, you will need to contact your local notary or solicitor to verify the documents (and signatures) before sending them to us via courier.
Step 2: Incorporation
Upon receipt of your approval cum acknowledgement of the articles and the signed documents/forms referred to above, the BV will be incorporated within 2-3 working days.
Step 3: Registration at Chamber of Commerce and the Dutch tax office
The final step in the registration process is the registration of BV with the chamber of commerce (same day service) and the tax authorities. Companies register with the Chamber of Commerce to manage any activity (some of which is regulated). Usually, it takes about 2-3 weeks to get the VAT number and at times it takes only 1 week. Presence of local director is not mandatory r to obtain the VAT number,
Opening of Company Bank Account
In case of BV company, no minimum capital constraint applies anymore, and hence, the BV does from a legal perspective no longer require a (Dutch) bank account. Due to stringent EU financial norms, banks sometimes ask the directors to go to the bank for proof of identity and fill in the necessary forms in person. We have good connections with the major international banks and Dutch banks in the Netherlands such as ING, ABN Amro and Rabobank,.In normal practice, we can open a bank account on the same day during the visit. At times due to complex company structure, banks may to identify yourself at the bank's international branches, such as India, Dubai etc.
Time required to incorporate a Dutch BV
Dutch BV Company’s overall registration process can usually be completed within a few days. The entire process, including the gathering of necessary information and documentation, in our experience you should consider a period of one or two weeks. We highlight that an accelerated procedure is possible. Post your BV registration is completed at the Trade Registry, BV gets registered with the Commercial Registry of the Chamber of Commerce.
Registration of the BV in the Trade Register:
Upon incorporation the BV will be registered in the Trade register of the Chamber of Commerce
The Chamber of Commerce holds business register containing information about all BVs (and other business entities) incorporated and / or registered in the Netherlands, such as the legal name, date of registration, registered address, the names and powers of the directors. It is eminent that also the name and address of 100% shareholders is included in the Trade Register. If it is not preferred to reveal the identity of the shareholder, it is recommendable to arrange for shares to be held by a Dutch or foreign third party.
The information in the Trade Register is freely available by the public. In day to day business the Trade Register is an important source of information for possible business partners and it is common observe in the Netherlands that the Trade Register is consulted before doing business.
Statutory Documents Required
Deed of incorporation
Integration of a B.V. takes place through the execution before a Dutch Civil law Notary of a notarial Deed of Incorporation. The endeavor of Incorporation has to be executed in the Dutch language and has to contain (i) details regarding the shares issued at the time of incorporation, the payment on the shares (in cash or in kind) and details regarding the incorporator(s)/shareholder(s); (ii) the appointment of the first (registered) managing directors and (optional) the first supervisory directors; and (iii) the company’s articles of Association. It’s also required to keep shareholders register. There is no requirement to keep directors register. The statutory documents of the Dutch B.V therefore only include three documents:
• Deed of Incorporation
• Register of Shareholders
• Extract from the Trade Registry
Articles of Association:
The company’s Articles of Association are included in the same document as the Deed of Incorporation and have to contain at least the following items:
The name of the company must include the indication “Besloten vennootschap” or (most common) “BV”.
The seat must be in the Netherlands. The company's registered office does not have to be located in the same location as the actual office or the place of business.
This is a brief description of the company's expected activity. It is customary for Dutch companies to avoid any claim based on ultra vires behavior with relatively short and very general terms of the client.
The subscribed share capital and the nominal amount of each share. Share capital should be divided into shares with nominal (or par) value. The value must be expressed in the articles of association. Due to the new legislation, the denomination of the stock is not necessarily required in euro, other currencies, such as the US dollars, are accepted. Different classes of shares (with different denominations) can be created and included in the company charter. In addition to common stock, other types of shares can be created, such as preference shares (with financial benefits), preference shares (giving control of the company), non-voting shares and non-profit shares. Please note that the minimum issued share capital of BV of € 18,000 has been cancelled. The share capital can be 1 euro or less. In general, stocks must be paid in cash or in kind.
Share transfer restrictions:
Transfer of shares by law to other shareholders, spouse, close relatives and the company itself (third party), the transfer restrictions apply. Restrictions on transfer of law result in the obligation of the transferring shareholder to first provide shares to the shareholders. If evidence of non-transfer restrictions or another transfer restriction is deemed appropriate, these other arrangements must be included in the articles of association.
The deed of incorporation may lay down that the company’s first financial year is either shorter or longer than twelve months. The maximum is 24 months minus one day. This has various tax consequences and should therefore be discussed with a Dutch tax consultant.
Management, Supervision and Upkeep of the company:
The B.V. must have at least one Managing Director. There is no statutory requirement on the number of managing directors, nationality or place of residence. Both individuals and legal persons can become managing directors.
In addition to the board of directors of the board of directors, the articles of association may provide that (i) the supervisory board or (ii) a board of directors and executive directors and non-executive directors supervise management / executive directors. A legal entity may not be a supervisory director. The articles of association must include specific rules on the absence or inability of all directors. Therefore, the board of directors of a company board always has the right to represent the company to a third party. In addition, except as otherwise provided in the Articles of Association, individual Managing Directors are also authorized to represent the Company. The articles of association of the Netherlands require: (i) to require the signature of a specific number or type of managing director on behalf of the company on behalf of the company; and / or (ii) to make certain management decisions / take action subject to prior approval by a general meeting of shareholders or the supervisory board.
There is one annual shareholder meeting. The frequency of other meetings is the same as the number of times the board of directors or shareholders consider it necessary. The articles of association contain specific requirements for the shareholders' general meeting.
It is advised that a B.V. must keep a shareholder’s register, which lists the names and addresses of all shareholders, the amount of shares they hold, and the amount paid-up on each share. The articles of association of the B.V. must include transfer restrictions in respect of the transfer of shares to others other than existing shareholders, their spouses and close relatives.
Shares in a B.V. may only be transferred by deed of transfer, executed before a Dutch civil-law notary.