Formation of Dutch Entities

Holender Ventures provides the full service of incorporating Dutch entities (whether they be a private limited company – “BV”, a public limited company – “NV”, a commercial partnership – “VOF”, a limited partnership – “CV”, a foundation – the “Stichting”, etc.).

We can assist you with incorporating your Dutch entity in a simple and quick manner at very competitive rates, and at very short time-frames.

Incorporation and Management

Following the changes of the Dutch Civil Code of October 2012, the incorporation and management of the Dutch limited company, the BV (which is the most popular legal form in international structures), has become very business-friendly and flexible.

Important aspects of the Dutch limited company (Besloten Vennootschap met beperkte aansprakelijkheid), the BV, are:

  • A BV is a legal entity. This means that the BV has its own legal rights and obligations.
    The minimum capital requirement for Dutch BV has been abolished.
    It is therefore not required to open a bank account for the Dutch BV and transfer the minimum issued share capital prior to the incorporation.
  • This is an important difference with the public limited company (Naamloze vennootschap), the NV, for which there is a minimum paid-up capital of EUR 45,000.
  • The incorporation of a BV must be done by notarial deed containing the articles of association of the BV (we take care of this process on our clients’ behalf).
    The BV is able to create types of shares, including variable voting rights.
  • A BV can issue non-voting shares and shares without profit rights, if the articles of association allow that possibility (non-voting shares and shares without profit rights are not possible for the NV).
  • The shares of a BV may be freely transferable or subject to transfer restrictions (rights of first refusal or any other rights), depending on the articles of association.
  • The BV has to be registered with the Dutch trade register. It also has to file its annual report yearly at the trade register.
    The shares of a BV can be denominated in another currency than euro.