Incorporation Proceedings

How to establish and register a Dutch company when setting up a business in the Netherlands?

Although there are various other legal forms available under Dutch Law, by far the most commonly used are the Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid or ‘BV’), and the Dutch public limited liability company (naamloze vennootschap or ‘NV’).

Unless there is a specific reason to incorporate a Dutch public limited liability company (NV), the Dutch private limited liability company (BV) form is usually chosen at the outset. Note that a Dutch private limited liability company (BV) can be converted quite easily into a Dutch public limited liability company (NV). As it is most common for foreign companies to do business in the Netherlands using a Dutch private limited liability company (BV) we will elaborate on this legal form.

One of the main advantages of the Dutch private limited liability (BV) is the limited liability of its shareholders. There is no minimum issue of share capital. Instead, the incorporator(s) can determine the amount of capital to be paid. That means that setting up a BV requires a minimum share capital of e.g. EUR 0,01 per share. 

Incorporators

The founders of a Dutch private limited liability company (BV), who may be one or more individuals or legal entities, may be of any nationality and may be domiciled anywhere. The founders may be represented at incorporation by means of written powers of attorney and they may or may not be the first shareholders of the company. 

Incorporation procedure

A Dutch private limited liability company (BV) is incorporated by means of the execution of a notarial deed of incorporation by a Dutch civil law notary. This deed of incorporation contains the articles of association. Once incorporated, the articles of association may only be changed by a notarial deed of amendment.

The deed of incorporation, which must be written in Dutch (a copy may be provided in English) and which must be executed by a Dutch civil law notary, establishes the company as a separate legal entity.

Shareholders’ Register

The Dutch private limited liability company (BV) must maintain a shareholders’ register. Upon the incorporation of the company, the Dutch civil law notary will prepare the shareholders’ register. The shareholders’ register contains details on the incorporator(s) / shareholder(s) and the held shares in Dutch private limited liability company (BV).

Registration

A newly incorporated Dutch private limited liability company (BV) must be registered (within eight days after incorporation) with the Dutch Trade Register (Handelsregister) at the Chamber of Commerce (Kamer van Koophandel).  The Trade Register holds publicly available information on the business entities registered in the Netherlands, such as the names of the board members and the articles of association.

Pre-incorporation transactions

Prior to incorporation, a Dutch private limited liability company (BV) may enter into contractual commitments, provided that it is in the process of being incorporated and the company “in incorporation” may be registered as such at the Dutch Trade Register. Unless otherwise stipulated, the person acting on behalf of the Dutch private limited liability company (BV) in incorporation will be liable towards the contracting third party for the obligations entered into, until the same are ratified by the company upon incorporation.