A Founder's Guide to Incorporating a Dutch B.V.

A 'Besloten Vennootschap' (B.V.) is a private limited liability company in the Netherlands. It's the most common and recommended legal form for both local and foreign entrepreneurs because it's a separate legal entity, meaning the personal assets of the shareholders are protected from business debts.

Before you start, ensure you meet the following criteria:

• Shareholders: A minimum of one shareholder is required, who can be a person or another company.
• No Director Residency Requirement: The Netherlands does not require directors to be Dutch residents, making it very accessible for foreign founders.
• Registered Address: A physical registered address in the Netherlands is mandatory. A virtual office or PO box is not sufficient.
• Minimum Capital: The minimum share capital is just €0.01.

The process involves a civil-law notary and is highly efficient.

1. Step 1: Document Preparation: We collect all necessary information and documents, such as shareholder details and the proposed business activities, and draft the deed of incorporation.
2. Step 2: Notarial Deed of Incorporation: The deed must be executed by a Dutch civil-law notary. This can often be done remotely. The deed includes the company's articles of association.
3. Step 3: Registration with KVK: The notary registers the B.V. in the Dutch Commercial Register (Kamer van Koophandel - KVK). Upon registration, the company receives its unique KVK number.
4. Step 4: Tax Registration: The KVK automatically passes the details to the Dutch Tax and Customs Administration (Belastingdienst), which will issue your VAT number (BTW-nummer) and other relevant tax numbers.

All Dutch B.V.s must register their Ultimate Beneficial Owners (UBOs) in the UBO register, which is part of the KVK. A UBO is any person who ultimately owns or controls more than 25% of the company's shares or voting rights.