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How to register your company in the Netherlands in 10 points

by | Jan 27, 2023 | Corporate Structuring

How to register your company in the Netherlands in 10 points – Luxembourg

The Netherlands represent a great jurisdiction for international entrepreneurs and foreign investors which to enter the Dutch market.

Here are the 10 points to open your BV (besloten vennootschap or Dutch limited liability company) in the Netherlands:

1. Choose a company name: The first step in registering your company in the Netherlands is to choose a unique name for your business. This name must not already be registered with the Dutch Chamber of Commerce (KVK) and should not be similar to existing company names.

2. Obtain a Chamber of Commerce number: The Chamber of Commerce number, also known as a KVK number, is a unique identification number assigned to all registered companies in the Netherlands. To obtain a KVK number, you will need to register your company with the KVK.

3. Register with the Dutch Tax and Customs Administration: After obtaining your KVK number, you will need to register with the Dutch Tax and Customs Administration (Belastingdienst) to obtain a tax number. This will enable you to file taxes and claim back any VAT on expenses.

4. Choose a legal structure: The Netherlands offers several types of legal structures for companies, including sole proprietorships, partnerships, and limited liability companies (BVs). Each structure has its own advantages and disadvantages, so it is important to choose the one that best suits your business.

5. Appoint a board of directors: If you have chosen a BV legal structure, you will need to appoint a board of directors. This board will be responsible for managing the company and making important business decisions.

6. Obtain licenses and permits: Depending on the nature of your business, you may need to obtain specific licenses and permits to operate in the Netherlands. For example, businesses in certain industries may require a food production permit or a waste management permit.

7. Open a bank account: In order to register your company in the Netherlands, you will need to open a bank account in the name of your business. This will be used for all financial transactions, such as paying bills and receiving payments.

8. Register for social security and health insurance: All employees in the Netherlands are required to have social security and health insurance. As an employer, you will need to register your company with the Dutch social security system and obtain a policy for your employees.

9. Register for VAT: If your company’s annual turnover is above a certain threshold, you will need to register for value-added tax (VAT) with the Dutch Tax and Customs Administration. This will enable you to charge VAT on your sales and claim back any VAT on expenses.

10. Keep accurate financial records: It is important to keep accurate financial records for your company in the Netherlands. This will enable you to file taxes, pay employees, and make important business decisions.

In conclusion, registering your company in the Netherlands may seem daunting, but by following these 10 steps, you can ensure that your registration process goes smoothly and that your business is set up for success. From choosing a unique company name, to obtaining licenses and permits, to keeping accurate financial records, these steps will help you navigate the registration process and get your business up and running in the Netherlands.

And don’t forget, you can always contact your Damalion experts. We will guide you through the process and ensure that your company is in compliance with all Dutch laws and regulations. 

Damalion – Luxembourg

How to register your company in the Netherlands in 10 points — legal forms, notary deed, KVK registration, UBO filing, tax numbers, bank, and first operations.

For entrepreneurs, investors, holding companies, SPVs, and international groups • This guide explains the steps, documents, and typical timelines in clear language. Registration and acceptance remain at the discretion of Dutch authorities and providers.

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What makes Dutch incorporation smoother?

Choose the right legal form early (often a BV), prepare clean identification and company data, and keep the story consistent: who the owners are, what the business will do, and how money will flow. Prepare for a notary deed, KVK registration, UBO filing, and tax registrations.

10 points at a glance

  1. Pick a legal form. BV is common for limited liability. Other options: NV, sole proprietorship (eenmanszaak), VOF, CV, foundation (stichting), association.
  2. Check the name. Ensure availability and avoid misleading or protected terms. Keep proof of any trademarks you rely on.
  3. Draft the notary deed (for BV/NV). A Dutch civil-law notary prepares the deed and articles. Digital options exist in many cases.
  4. Set share capital. For a BV, a very low nominal capital (e.g., €0.01) is allowed. NV requires at least €45,000 paid-in capital.
  5. Register directors and address. Record managing directors, registered office in the Netherlands, and contact details.
  6. Register with KVK. The notary (for BV/NV) often completes KVK registration. You receive a KVK number.
  7. File UBO information. Ultimate beneficial owners are registered via the notary/portal. Public access is restricted by law.
  8. Obtain tax numbers. Corporate income tax and VAT where applicable. Small business and OSS rules may apply depending on activity.
  9. Open an operating bank account. Practical for payments, payroll, and VAT. Banks apply their own acceptance rules.
  10. Organize accounting and payroll. Keep a shareholders’ register, maintain accounts, and meet filing and tax deadlines.

Documents most authorities expect

  • Valid passport/ID and recent proof of address for founders and directors.
  • Corporate documents for parent/holding owners (if any): register extracts, articles, and ownership chart.
  • Dutch registered office evidence (lease or service agreement).
  • Draft articles for BV/NV and notary intake forms.
  • UBO details and supporting evidence.
  • If documents are not in Dutch/English/German: certified translations, legalization or apostille where required.

Common Dutch legal forms

Form Liability Capital Key notes
BV (private limited) Limited to company assets Very low nominal; often €0.01 Notary deed and articles; shares registered; KVK and UBO filing.
NV (public limited) Limited to company assets ≥ €45,000 paid-in Suitable for larger enterprises; stricter capital rules.
Eenmanszaak (sole prop.) Founder is fully liable No capital rule Quick start; one owner; no legal personality.
VOF / CV (partnerships) Partners usually liable No capital rule Contract critical; consider liability and tax position.
Stichting (foundation) Entity liable No capital rule No members; board governs; often used for holding or non-profit aims.

Incorporation and first steps

  1. Choose the form and name. Confirm name availability and any licensing needs.
  2. Meet the notary (BV/NV). Provide founder IDs, address, share details, and governance points.
  3. Sign the deed. Notary executes the deed and articles. Digital execution may be possible.
  4. KVK registration. Notary or founder files with KVK; you receive the KVK number.
  5. UBO filing. UBO data is submitted. Access to the register is limited by law.
  6. Tax registrations. Corporate income tax and VAT as required; payroll if hiring staff.
  7. Bank setup. Open the operating account; set user rights and controls.
  8. Operational controls. Accounting, shareholder register, signing rules, and internal approvals.

Costs and timelines

  • Notary fees (varies by deed complexity and language).
  • KVK fees and official extracts.
  • Translations/legalization if required.
  • Accounting/payroll software and service fees.
  • Typical timing: after complete intake, incorporation and KVK can be completed in days to a few weeks, depending on profiles and follow-ups.

Frequently asked questions (legal tone)

1) Is a notary deed mandatory to form a BV?
Yes. A Dutch civil-law notary executes the deed of incorporation and the articles of association. The deed is required for legal formation of a BV.
2) What is the minimum share capital for a BV?
There is no practical minimum beyond at least one share with a nominal value (commonly €0.01). The capital must match the articles and be properly recorded.
3) What is the minimum share capital for an NV?
At least €45,000 must be issued and paid-in for an NV under Dutch company law.
4) Who files the KVK registration?
The notary commonly arranges KVK registration for a BV/NV immediately after the deed. Founders can also register where permitted.
5) Do I need to file UBO information?
Yes. Ultimate beneficial owners must be registered. As from 2025, public access is limited by law; competent authorities and specified parties retain access.
6) Must directors be Dutch residents?
No. There is no general residency requirement for directors. However, tax substance and management location should be assessed for tax and governance reasons.
7) Is a Dutch business address required?
Yes. A registered office in the Netherlands is recorded in the KVK register. Use a valid lease or service address compliant with KVK guidance.
8) Can I sign the deed remotely?
Remote or digital execution may be available subject to notary practice and identification rules. Expect a client due-diligence process.
9) Do I need a Dutch bank account to incorporate?
No. Incorporation can proceed without a bank account in many cases. A Dutch or EU bank account is typically needed for operations, payroll, and taxes.
10) What corporate tax rates apply in 2025?
Corporate income tax is 19% on the first €200,000 of taxable income and 25.8% above that, according to published 2025 rates.
11) When do I register for VAT?
Businesses performing taxable supplies in the Netherlands must register when in scope. Non-resident businesses generally have no turnover threshold. A Dutch small-business scheme may apply to small domestic turnover subject to conditions.
12) Which VAT rates exist?
Standard 21%, reduced 9%, and 0% for specific supplies. Rate selection depends on the nature of the goods or services.
13) What is required for the shareholders’ register?
The BV must maintain a shareholders’ register. The notary often prepares or updates it at incorporation. The board is responsible for accurate upkeep.
14) Are audited financial statements mandatory?
Audit depends on size criteria. Small BVs generally do not require a statutory audit. Larger entities meeting thresholds must appoint an auditor.
15) Are there statutory director salary rules?
For director-major shareholders of BVs, a customary salary rule applies under Dutch tax law. Amounts are adjusted by the tax authorities from time to time; verify the current figure each year.
16) Do I need sector permits?
Yes, if the activity is regulated (for example, financial services, food, health, transport). Obtain permits before starting the regulated activity.
17) Are foreign corporate owners allowed?
Yes. Foreign companies can own Dutch entities. Provide legalized/apostilled corporate documents and an ownership chart as requested.
18) Can share capital be in a foreign currency?
Yes, a BV may denominate share capital in another currency if consistently applied in the articles and accounts.
19) How long does incorporation take?
With a complete file, notary availability, and prompt responses, formation and KVK registration can be completed in days. Extra checks or translations may add time.
20) Can authorities or banks decline without detailed reasons?
Yes. Each authority or bank applies its legal mandate and risk policy. A decline by one party does not bind another.

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