GENERAL
Legal Framework
The Dutch BV is governed by the Commercial Code of the Netherlands.
The Dutch BV is governed by the Commercial Code of the Netherlands.
The liability of the shareholders of a Dutch BV is limited up to the unpaid amount of the shares they hold.
The minimum number of shareholders of a Dutch BV is 1 and the maximum is unlimited.
There is no restriction on the residence of the shareholders of a Dutch BV.
The shareholders of a Dutch BV can be individuals and/or legal persons.
The use of nominee shareholders is allowed.
The minimum number of directors of a Dutch BV is 1.
There is no restriction on the nationality or residency of the directors of a Dutch BV.
The directors of a Dutch BV can be both individuals or corporate bodies.
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.
The minimum capital requirement for a Dutch BV is €18,000.
The share capital can be denominated in any currency.
Shares should have a par value although the minimum is not set by law.
Bearer shares are not allowed.
There is no capital duty on the issuance of shares of a Dutch BV.
A Dutch BV is required to have a registered office in the Netherlands.
There is no requirement for a Dutch BV to have a company secretary or a local registered agent.
There are no restrictions on foreign investors investing in a Dutch BV.
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.
The details of the beneficial owner are disclosed to the service provider and are not available on public record.
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.
The details of directors are available on public record.
The accounts are not publicly accessible.
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.
A Dutch BV should file a tax return with the Tax Authorities within 6 months from its tax year-end.
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.
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.
A Dutch BV is required to audit its annual financial statements unless it meets 2 of the following 3 criteria:
Compare the Netherlands to other jurisdictions and see the difference in corporation tax rates, tax residency requirements, VAT rates, capital gain taxes, etc.
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