Setting Up a BV in the Netherlands for Founders and Groups Abroad

No. Art. 2:175a lid 1 BW opens the electronic notarial deed to nationals of EU member states, and the explanatory memorandum requires every natural-person founder to be one, even a founder who holds an EU eID. A non-EU founder uses the Dutch paper deed, signing a written power of attorney if they do not appear in person.

On the paper route, a founder who does not appear signs a written power of attorney (art. 2:176 lid 1 BW). On the electronic route, identification runs on an eID at eIDAS level high, including one from another EU state. The notary may still require physical presence on suspicion of identity fraud or doubt about authority (art. 53g Wna).

Not under company law: Book 2 sets no residence or nationality rule, and a company may be director (art. 2:11 BW). Where the board actually decides does matter for the participation exemption and fiscal unity, which the incorporation fiction does not reach (art. 2 lid 5 Wet Vpb 1969). We do not supply directors.

Yes. On the paper route the company founds through the deed in Dutch. On the electronic route it acts through the representative director of the founding legal person, and the notary's term is ten working days (art. 2:175a lid 3 BW). In practice, notaries ask a corporate founder for an extract from its home register and a capacity legal opinion.

There is no statutory minimum (art. 2:178 BW); in practice at least EUR 0.01 is paid in, and the capital may be in a foreign currency. Payment may be deferred (art. 2:191 BW). No bank statement is needed: art. 2:203a BW was repealed with effect from 1 October 2012, and a bank account is not a condition of the deed.

Yes. The articles in the deed of incorporation may create non-voting shares (art. 2:228 lid 5 BW) and shares with no or a limited right to profit (art. 2:216 lid 7 BW). Adding classes later means amending the articles, which takes another notarial deed (art. 2:234 BW), so the deed is the moment to decide them.

In a two-tier structure, business.gov.nl describes the order: the holding BV is incorporated first, receives the founder's shares, then incorporates the operating BV. The thresholds behind such structures are 5 percent of nominal paid-up capital for the participation exemption and 95 percent for fiscal unity (Wet Vpb 1969). Whether a holding fits your group is settled in a conversation.

For corporate income tax, and for VAT where the activities are subject to it, yes: no application is needed, and the KVK says the Tax Administration writes by post within 2 weeks. Payroll taxes are separate. The BV registers as an employer by form, at the latest on the day the first employee starts.

As managing director you are employed by the BV, which deducts payroll taxes. For a director with a substantial interest (aanmerkelijk belang), art. 12a Wet LB 1964 sets the salary at no less than the highest of the comparable salary, the highest employee salary and EUR 58,000 for 2026. It can be rebutted down to the comparable salary.

The electronic deed is settled within five or ten working days (art. 2:175a lid 3 BW); no official duration exists for the paper route. The Business Register filing is due within one week (art. 20 Hrw 2007), the Tax Administration writes within 2 weeks, and a payroll tax number usually within 1 week. Later changes are due within one week.

The KVK one-off registration fee: EUR 85.15 in 2026, the same for every legal form (art. 5 Financiële regeling handelsregister 2019). The notary's fee is not a state charge and is not regulated; the KVK's indication is EUR 500 to EUR 1,500, depending on the notary. No minimum capital applies. Our own fee is quoted on request.

Two differences matter at incorporation. An NV needs a minimum capital of EUR 45,000 (art. 2:67 BW), while a BV has no statutory minimum (art. 2:178 BW) and in practice at least EUR 0.01 is paid in. And the electronic deed in English, opened by art. 2:175a BW, exists for the BV only.

Yes. Business.gov.nl says a non-resident can start and own a Dutch business from abroad, and no residence permit is needed to own the BV. It ties this to structural physical business activity in the Netherlands and a Dutch business address. The deed route then depends on nationality: the English online deed is for EU nationals only.

BV stands for besloten vennootschap met beperkte aansprakelijkheid, a private company with limited liability. The articles state the name, which must begin or end with those words or with the abbreviation "B.V." (art. 2:177 BW). The statutory seat named in the articles must lie in the Netherlands, even when every founder lives abroad.