Establishing a limited liability company (B.V.) in the Netherlands – legal requirements and procedure

The Netherlands is one of the most popular jurisdictions for establishing companies by foreign entrepreneurs. This is due to several factors: flexible corporate law, favorable tax regime (including the participation exemption for holding companies), an efficient and professional notarial system, and a strong international reputation.

The Dutch B.V. (Besloten Vennootschap met beperkte aansprakelijkheid) is the equivalent of the Polish limited liability company (sp. z o.o.) and is the most commonly chosen legal form for doing business in the Netherlands.

Key features of the B.V.

• Minimum share capital – as low as EUR 0.01 (one cent). There is no minimum capital requirement, making the B.V. very accessible.
• Limited liability – shareholders’ liability is limited to their capital contribution.
• Flexible governance – the company is managed by one or more directors (bestuurders). A supervisory board is optional.
• Notarial incorporation – the B.V. must be incorporated through a notarial deed prepared by a Dutch civil-law notary.

Incorporation procedure

1. Preparation of the articles of association – in consultation with a Dutch notary, including company name, registered office, share capital, and governance structure.
2. KYC verification – the notary verifies the identity and background of all founders and ultimate beneficial owners (KYC/AML checks).
3. Execution of the notarial deed – signing of the deed of incorporation before the notary. This can be done remotely through a power of attorney.
4. Registration with the Trade Register (KVK) – the notary registers the company with the Chamber of Commerce. The company receives a KVK number and can begin operations.
5. Bank account – opening a Dutch bank account, which typically requires additional KYC documentation.

Advantages of the Netherlands

• Participation exemption – dividends and capital gains from qualifying subsidiaries are exempt from Dutch CIT.
• Extensive treaty network – over 100 double taxation treaties.
• Innovation Box regime – effective tax rate of 9% on qualifying IP income.
• No withholding tax on royalty and interest payments (in most cases).
• English widely spoken in business and legal practice.

Paweł Osiński

Attorney, expert in international corporate law and cross-border transactions