• Netherlands BV Company (Dutch BV)

  • GENERAL

    Legal Framework

    The Dutch BV is governed by the Commercial Code of the Netherlands.

  • SHAREHOLDERS

    Liability of Shareholders

    The liability of the shareholders of a Dutch BV is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Dutch BV is 1 and the maximum is unlimited.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the residence of the shareholders of a Dutch BV.

    Corporate Shareholders

    The shareholders of a Dutch BV can be individuals and/or legal persons.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Minimum Number of Directors

    The minimum number of directors of a Dutch BV is 1.

    Restriction on Nationality/Residency of Directors

    There is no restriction on the nationality or residency of the directors of a Dutch BV.

    Corporate Directors

    The directors of a Dutch BV can be both individuals or corporate bodies.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    A Dutch BV is required to hold annual general meetings in the Netherlands.

    General meetings should be held annually not more than 6 months from the company's accounting year-end.

    Shareholders can vote by a proxy.

  • CAPITAL

    Minimum Capital Requirement

    The minimum capital requirement for a Dutch BV is €18,000.

    Currency of Capital

    The share capital can be denominated in any currency.

    Non-par Value and Bearer Shares

    Shares should have a par value although the minimum is not set by law.

    Bearer shares are not allowed.

    Capital Duty

    There is no capital duty on the issuance of shares of a Dutch BV.

  • REGISTERED OFFICE

    Registered Office

    A Dutch BV is required to have a registered office in the Netherlands.

    Company Secretary / Registered Agent

    There is no requirement for a Dutch BV to have a company secretary or a local registered agent.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in a Dutch BV.

  • FORMATION

    Time Needed for Incorporation

    It usually takes between 4 - 8 weeks to register a Dutch BV.

    Due to the high cost involved with the minimum capital requirement, shelf companies are not easily available.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and are not available on public record.

    Registered Shareholders

    The details of registered shareholders are available on public record only if the Dutch BV has 1 shareholder. If the company has 2 or more shareholders then their details are not available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    A Dutch BV is required to file an annual return together with its financial statements with the Registrar of Companies by 31st July each year.

    Filing with the Tax Authorities

    A Dutch BV should file a tax return with the Tax Authorities within 6 months from its tax year-end.

  • RECORDS

    Accounting Records

    A Dutch BV needs to maintain accounting records.

    Accounting records should be maintained for a period of 7 years in any country and in any currency.

    Financial Statements

    A Dutch BV should prepare annual financial statements under IFRS.

    In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.

  • AUDIT

    Audit Requirement

    A Dutch BV is required to audit its annual financial statements unless it meets 2 of the following 3 criteria:

    • Total assets are less than €6,000,000.
    • Turnover is less than €12,000,000.
    • Average number of employees is less than 49.