NV Company Formation in the Netherlands

Not for cash capital. The bank statement on the money is annexed to the deed, and an EU or EEA bank may issue it only to the notary (art. 2:93a BW). The money is at the NV's disposal immediately after incorporation, or stood on a separate account no earlier than five months before. So the account is funded first.

No. The deed of incorporation of an NV is executed in Dutch, on paper before a notary, and a founder who does not appear gives a written power of attorney (art. 2:65 BW). The electronic deed in English under art. 2:175a BW is open to the BV only, and only to EU-national founders.

Yes. The general meeting resolves to convert, without the nine-tenths majority, and adopts NV articles; the notary executes a deed of conversion with an auditor's statement that equity within five months before conversion covers the paid-up and called capital. The legal person continues as the same company (art. 2:18 leden 3 and 8, 2:72 lid 1 BW).

Yes. The founders describe what is contributed, in a description dated no earlier than six months before incorporation, and a registered auditor issues a statement on it; both are annexed to the deed (art. 2:94a BW). Listed securities and assets already valued independently fall under an exception. No official lead time exists for the auditor's work.

Not by default. The articles choose a one-tier board, whose non-executive directors are natural persons, or a supervisory board of natural persons (art. 2:129a, 2:140 BW). Under the structure regime a supervisory board becomes mandatory, with at least three members, and major board decisions need its approval (art. 2:158 lid 2, 2:164 lid 1 BW).

Three conditions: issued capital plus reserves of at least EUR 16 million (2004 act), a statutory works council, and usually at least 100 employees in the Netherlands. It bites three years after the filing. A group holding staffed mostly abroad files nothing; an NV half held by such a group gets the mitigated regime (art. 2:153 to 2:155 BW).

No. Both are resident corporate taxpayers by incorporation, both use the participation exemption from a 5 percent holding, either may head a fiscal unity at 95 percent, and dividends on their shares bear 15 percent dividend withholding tax (art. 2, 13, 15 Wet Vpb 1969; art. 5 Wet DB 1965). The NV is a corporate-law choice.

No. Listing is a choice, and the articles decide whether shares are registered or bearer, bearer shares only as a global certificate (art. 2:82 BW). The KVK publishes a summary of listing conditions on its NV page. The prospectus and the admission to trading are work for your capital-markets advisers, not part of this service.

Two situations call for it: a Dutch insurer, which must be an NV, a mutual guarantee society or a European company (art. 3:20 Wft), and shares that are to trade on a regulated market or an MTF without a notarial transfer (art. 2:86c BW). A trust office may be an NV, a BV or an SE (art. 13 Wtt 2018).

Yes, under conditions for two years. Within two years of registration, buying assets a founder held in the year before incorporation or later needs general-meeting approval and an auditor's statement that the assets are worth at least the price, or the purchase is voidable. Auctions, exchange trades and ordinary-course acquisitions are exempt (art. 2:94c BW).

Three official times exist: registration within one week of the deed (art. 20 Hrw 2007), the Tax and Customs Administration's letter within 2 weeks (KVK), and approval of a business bank account "often between 2 to 8 weeks" (business.gov.nl, indicative). The notary, the bank statement, the auditor and legalisation abroad publish no times, so we plan from your documents.

No. Book 2 of the Civil Code sets no nationality or residence condition for founders or directors (art. 2:132 BW). The deed is still executed in Dutch, and a founder abroad who does not appear signs a written power of attorney. The directors are your own appointees: we do not act as a director or supply one.

The KVK one-off registration fee, EUR 85.15 in 2026 (art. 5 Financiële regeling handelsregister 2019), and EUR 80.00 for an LEI where shares will trade. The notary's fee is not a state charge; business.gov.nl indicates EUR 500 to EUR 2,200 on average. The EUR 45,000 stays the company's money. Our fee is quoted on request.

NV stands for naamloze vennootschap, the Dutch public limited company. The company's name must begin or end with the words "Naamloze Vennootschap" or the abbreviation "N.V." (art. 2:66 lid 2 BW). Its law is Title 4 of Book 2 of the Civil Code; the private limited company, the BV, is governed by Title 5.

The NV needs EUR 45,000 paid up, with a bank or auditor's statement at the deed, a Dutch paper deed and stricter capital protection while it runs. The BV has no statutory minimum capital and offers an English electronic deed to EU-national founders. Tax is the same for both (art. 2:65, 2:67, 2:93a, 2:178 BW).