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Register your Dutch company in the Great Netherlands

by | Sep 23, 2022 | Corporate Structuring

The Netherlands is referred to as The Gateway to Europe because it has the best European business climate, a strong economic sector, and an extraordinary geographical location. The Netherlands is a wonderful place to do business and invest because of its stable economy, low taxes, and free trade. What’s more, the Netherlands has the world’s 27th biggest economy. And as an internationally acquainted country, the Netherlands is home to many highly educated foreign workers. 

Why you should register your company in the Netherlands 

  • Tax Rate 

Forming a company in Dutch can benefit you in many ways, one of which is the tax implications. A Dutch company has to pay a low percentage of taxes on its profits after it allocates them to shareholders. And if you have launched a business in the Netherlands and you are liable for income tax, you might be eligible for tax relief for new companies, the “startersaftrek”. 

  • Cultural Diversity 

This cultural diversity advantage has made the Netherlands a hub for international companies given the fact that Dutch culture is open and accepting of differences. The Dutch people are also recognized for their entrepreneurialism, with more and more businesses launching each year. 

  • Employment Law 

Another one of the advantages of starting a business in the Netherlands is the non-existence of anti-discrimination laws. The Netherlands has adaptable work hours and minimum wage requirements. Also, there are no necessary social security contributions for businesses with less than five employees. 

  • The Gateway Europe 

The Netherlands is strategically situated in the Western part of Europe and has ocean borders with the U.K, Belgium, Germany, and the Scandinavian countries. Therefore, this country has an applicable geographical location within Europe, and as such, easy entry to and guarantees quick delivery of goods across Europe and to the rest of the planet. 

  • Sustainable Economic system 

The Dutch economic system is generally considered a model of consensus. Trade unions and employers’ organizations have intimate and formal contact and as a result, stability is sustained. The Netherlands is also notable for its global trade as this is one of the primary key aspects of the economic system. 

Supportive Government 

The government is supportive of entrepreneurs, including startups, through its Ambitious Entrepreneurship Action Plan to provide early-stage finance and invite foreign startups to the Netherlands and provide temporary residence authorizations for non-EU entrepreneurs, establishing opportunities for them to launch a business in the Netherlands, in addition to developing the NLevator initiative-a platform created to help businesses evolve rapidly. 

  • The Private Limited Liability Company (Besloten Vennootschap – Bv) 

The Dutch BV is the most popular legal form among foreign investors. It has the benefit that the shareholders are not personally responsible for legal acts of the B.V. 

The Dutch BV can be registered with a minimum share capital of 1 EURO, according to the newly amended Company Law. Also, foreign businessmen registering the Dutch BV as a holding company can profit from assistance offered by a credible company that can give corporate secretary service. 

  • Public Limited Liability Company (Naamloze Venootschap – Nv) 

Another type of company one may decide to establish in the Netherlands is an NV, which is the involuntary legal form for stock-listed companies, but can also be used for non-listed companies. The public limited liability company is proper for large investments and it requires a share capital of 45,000 EURO. The broad meeting of shareholders is in charge of management conclusions and the board of managers will be accountable for daily decisions. 

  • General Partnership (Vennootschap Onder Firma – Vof) 

If you want to launch a business with other self-employed individuals, an alternative may be to set up a general partnership. Every partner brings equity into the Vof in the form of cash or goods, and no minimum start-up capital is imposed. A general partnership is also sometimes referred to as a commercial partnership. It is a company in which at least two individuals work together under a common name. Since a general partnership isn’t a legal corporate identity, partners are liable for debts. 

Note that a partner who joins a general partnership after its formation is liable for debts that accumulated before he/she joined. A new partner is therefore advised to examine the (vennootschap Onder Firma) VOF’s accounts fully and analyze its financial position carefully before joining the partnership. It is possible for new partners to make agreements with standing partners about how pre-existing VOF debts should be divided. Partners leaving the VOF remain liable for any debts incurred up to the point of leaving. Likewise, partners can make agreements about how debts should be divided upon leaving the partnership. 

  • Non-Profit Organization (Stichting) 

If you’re looking to support a given social or not-for-profit cause, an alternative may be to create a legal entity in the form of a Non-Profit Organization (Stichting). 

A Stichting is an organization that doesn’t aim to make a profit. The money raised by Stichting contains donations, loans, and legacies. Its main objective is to aid a social or non-profit cause. A Stichting has a board but doesn’t have any members or shareholders. Thus, a general meeting of members isn’t required. 

  • Sole Proprietorship (Eenmanszaak) 

Most individuals choose to set up a sole proprietorship (Eenmanszaak) when starting a business for themselves. An Eenmanszaak is a legal structure without legal personality. The sole trader alone is responsible for the company, its finances, and its debts. You can only set up one Eenmanszaak in the Netherlands but can operate under several trade names, performing various commercial activities and working from numerous premises. 

A sole proprietor is legally obliged to keep records for his/her business. And the records must meet a number of requirements. 

  • Branch (Nevenvestiging Or Filiaal) 

A branch office is not a legal entity in itself. It is completely dependent on the head office, and generally includes only one department of the parent company. 

A branch of a company operating in the Netherlands doesn’t need to register as a separate legal entity, but it has to be listed in the Dutch Commercial Register (Handelsregister or Kamer van Koophandel). A branch could be a production facility, a sales office, or even a representative office. 

A recent survey shows that setting up a Dutch business is among the most ideal options for multinational investors as the Netherlands welcomes foreign investors and entrepreneurs from small and medium enterprises to big international corporations. 

Are you contemplating starting a new business in the Netherlands? Let’s go ahead and contact your Damalion experts now to begin. 

Damalion – Luxembourg

Register your Dutch company in the Netherlands — why most founders choose the besloten vennootschap (BV), what documents and approvals are required, how the notarial deed and articles of association (AoA) work, Chamber of Commerce (KVK) registration, tax numbers (RSIN and value-added tax (BTW)), bank onboarding, payroll and social-security set-up, and a facilitator-led sequence from term sheet to go-live.

For founders, cross-border groups, family offices and portfolio companies • Damalion facilitates scoping, notary coordination, file preparation, bank introductions, accountant onboarding and post-registration housekeeping alongside your legal and tax advisors. You approve; authorities and banks decide where required.

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What is the fastest, clean path to a Dutch company?

Most sponsors form a private limited company — the Dutch besloten vennootschap (BV). Capital can be minimal (EUR 0.01 is sufficient), shares are issued via a notarial deed, and registration with the Chamber of Commerce (KVK) activates the company file. We keep documents consistent across the notary pack, Ultimate Beneficial Owner (UBO) register, tax registrations and bank onboarding so operations start without friction.

Which legal form should you choose?

Form Typical use Notes
Besloten vennootschap (BV) Operating company, holding, finance, SPV Minimal capital; shares issued/changed via notary; flexible share classes and governance.
Naamloze vennootschap (NV) Larger companies, listings Higher governance form; usually not needed for standard holdings/SPVs.
Coöperatie (Co-op) Investor/member vehicles Useful for pooling and flexible member entry/exit.

Documents and information most notaries and banks expect

  • Director and shareholder IDs, address proofs and short bios; corporate extracts if a company is a shareholder.
  • Source-of-funds explanation and funding plan for the BV; share capital and any shareholder loans.
  • Articles of association (AoA) terms: share classes, transfer rules, board model, dividend rules, financial year.
  • Ultimate Beneficial Owner (UBO) data and ownership chart.
  • Dutch registered office and service-provider mandates (accounting, payroll, tax agent).
  • Expected activity: customers/suppliers, countries, currencies, volumes for the first 12 months.

Setup with Damalion — step by step

  1. Scope and name check. Purpose, substance plan, statutory address, and trade name availability.
  2. Draft the pack. Term sheet for governance and economics; notarial deed and articles of association (AoA) aligned with banking and group policy.
  3. Execute before the notary. Signatures (in person or remote as allowed), capital funding evidence, and share register.
  4. KVK registration and UBO filing. Obtain Chamber of Commerce (KVK) extract and populate the Ultimate Beneficial Owner (UBO) register.
  5. Tax registrations. Request RSIN and value-added tax (BTW) number; assess wage-tax and social-security registrations if staff or director on payroll.
  6. Open rails. Bank account, user rights, payment approvals, accounting platform, and invoicing policy.
  7. Go-live. Issue initial invoices, align compliance calendar and board cadence.

Tax and compliance snapshot (practical)

  • Corporate income tax (CIT): progressive brackets apply; confirm the current rates for your year-of-account.
  • Value-added tax (BTW): standard 21% with reduced rates for specific goods/services.
  • Dividend withholding tax: headline 15% (treaty/EU relief may apply).
  • Substance: directors, decision-making, Dutch address and records aligned with activity; arm’s-length financing.
  • Accounting & filings: Dutch GAAP or IFRS as eligible; annual accounts, corporate tax return and, if relevant, wage-tax and BTW filings.

Bank onboarding — what helps acceptance

Provide a clear business profile, traceable source-of-funds documentation, coherent payment flows and an ownership chart that matches the UBO filing. We facilitate pre-screening and introductions so compliance can review one clean, consistent file.

Operating calendar — first 90 days

  • Week 1–2: notarial deed, KVK extract, UBO filed, RSIN/BTW requested, bank application submitted.
  • Week 3–6: bank account live, accounting/payroll set, initial supplier and customer onboarding.
  • Week 7–12: first invoices, BTW returns as applicable, board meeting and compliance checklist review.

Frequently asked questions

Which Dutch form do most investors use?
The private limited company — besloten vennootschap (BV) — due to flexible capital rules, governance and bank familiarity.
How much capital is required?
Since the “flex-BV” reform a very low amount (for example EUR 0.01) can be sufficient; align with banking and group needs.
Can formation be done remotely?
Yes, many notaries accept remote execution using legalized/apostilled IDs and video witnessing where permitted.
What is the role of the notary?
The civil-law notary drafts the deed of incorporation and articles of association (AoA), issues the share register and files the company with the Chamber of Commerce (KVK).
When do we register UBOs?
At incorporation or immediately after; the Ultimate Beneficial Owner (UBO) register must reflect the ownership structure.
How long does it take to obtain tax numbers?
RSIN is usually available quickly through KVK registration; value-added tax (BTW) numbers follow after the tax office review.
What about directors and payroll?
Decide early if the managing director will be on payroll; arrange wage-tax and social-security registrations if applicable.
Are multiple share classes possible?
Yes. The BV can issue different classes (voting/non-voting, profit preference) as set out in the AoA.
How are dividends taxed?
Headline dividend withholding tax is 15% subject to treaty/EU relief and domestic exemptions where conditions are met.
Do banks accept foreign-owned BVs?
Yes, when purpose, substance and payment flows are clear and the UBO trail is well documented.
Is a Dutch address mandatory?
Yes, a registered office in the Netherlands is required and should align with substance and record-keeping.
Which accounting standards apply?
Dutch GAAP by default; IFRS is available for certain companies. Keep timely ledgers and annual accounts.
How do we change shareholders later?
Share transfers in a BV are executed before a notary and recorded in the share register per the AoA transfer rules.
Can one BV own another BV?
Yes. BV holding chains are common; ensure arm’s-length financing and appropriate substance at each level.
How does Damalion help?
Damalion facilitates the end-to-end process: scoping, notary and provider coordination, bank introductions, accountant onboarding and compliance housekeeping alongside your advisors.
  • Graphic – Luxembourg
  • Graphic – Luxembourg

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