To start a Dutch public company (nv/naamloze venootschap) you will need a minimum of € 45,000, which you will initially deposit to the company. In addition, for the official incorporation of the public limited company, you must go to the notary. There you have to prepare a notarial deed (or have a professional draw it up for you). The deed should include the articles of association.
As mentioned above, to establish a public limited company in the Netherlands, you will need the involvement of a Dutch notary. The notary draws up the deed. It also usually takes care of the registration of your NV in the Trade Register of the Chamber of Commerce.
One of the steps to successfully starting a Dutch public company is to register all directors in the Trade Register. Until the Trade Register has the information on all directors, you remain personally liable for the company.
At the time of incorporation, you also register the ultimate stakeholders of your Dutch. You can do this in the UBO register at the Chamber of Commerce (KvK). Ultimate beneficial owners (UBO) are, for example, persons with more than 25% of the shares in a public limited company in the Netherlands. If your Dutch NV is listed on the stock exchange, you do not have to register UBOs.
When you decide to work with Bolder Launch, we will carefully review your situation and give you personalised advice on your corporate structure that suits your needs.
In contrast to the Dutch BV (which is called ‘Besloten’, which means ‘Private’), a public limited company in the Netherlands is the most suitable form for large-scale shareholding. This is because you can trade shares without the intervention of a notary. Until 2020, shares were issued as ‘bearer’ shares.
This means that a shareholder is completely anonymous and can show the NV that they are a shareholder with a piece of paper evidence. In order to prevent money laundering and tax evasion, shares may no longer be ‘bearers’ from 2020 onwards.
Quick facts you need to know before you start a Dutch public company:
- A Dutch NV has a legal entity with a share capital divided into a minimum of one share.
- Incorporation of a public limited company in the Netherlands does not require a local director or shareholder
- A Dutch NV can issue a variety of share classes (for example, without voting rights)
- The shares (along with voting rights) must be issued to an individual or a legal entity
- It is possible to appoint non-resident individuals or corporate entities as a director or shareholders, which makes the Dutch N.V. a very flexible entity.
- Shareholders of a Dutch NV are not personally liable for losses of the company in excess of the amount which must be paid into shares.
As with any other legal form, it is also mandatory for the Dutch public limited company to register your company with the Chamber of Commerce (KvK). You do not have to do this again afterwards at the tax authorities, because the Chamber of Commerce automatically passes on this information.
Of course, if you intend to start a Dutch public company, take note that you will also have to deal with various taxes. However, you can enjoy some tax benefits. For example, you are obliged to pay corporation tax on the profit achieved. Furthermore, as a director of the Dutch NV, you must take into account any dividend tax.
Starting a Dutch public company: Remote or standard formation?
To start a Dutch public limited company, decide if you want to do this via the standard procedure or remotely.
It is a common practice to visit the country when establishing a public limited company in the Netherlands. The reason is you need to open a Dutch bank account to deposit the share capital.
However, any European bank would be allowed to provide proof of deposit, or you can transfer the funds to the notary before moving it to the newly-incorporated NV’s bank account.
If you’re unsure whether you’d like to start a Dutch public company or establish a Dutch BV, please contact us. Our Launch Team will answer any questions you might have about which type of company formation suits your situation best.
Establish a Dutch public limited company: Process & Timeline
The formation process of a Dutch NV depends on whether you want it done via the standard procedure or remotely. Below, you will find a step-by-step overview of forming a public limited company in the Netherlands.
This also indicates the time spent on each step. But please, keep in mind, it is wise to manage your expectations. The process heavily depends on how quickly you provide Bolder Launch with certain information. The duration of the procedures are also reliant on government agencies and third parties. We’re happy to let you know that we can effectively reduce this because of the good relationships we have established with these parties.
To start a Dutch public company, we require the following:
- Your company name
- The full name, date of birth, address, and nationality of all directors
- The full name and address of all shareholders
- The company’s proposed business activities
Please also provide these documents when establishing your Dutch NV:
- Proof of identity certified (color copy passport, national identity card, photographic driving license).
- Proof of residential address, no more than 1 month old, certified (gas/electricity bill or credit/debit card bank statement )
- If you have corporate directors or shareholders then the extract of the Registrar of Companies, showing the authorized persons, must be delivered (notarised)
- Rental agreement of your office or Flexi-desk.
Involvement of the public notary
The incorporation procedure of a public limited company in the Netherlands requires the involvement of a Dutch public notary. Under normal circumstances, a proxy can proceed with the incorporation so that directors or shareholders do not have to be present.
In this case, the proxy, as well as the passport copy, must be legalized by a local notary. We have relations with notaries in many countries in the world. We can provide you with clear instructions for your notary on the type of legalization that will be required.
Please draft the articles in the Dutch language. Do note that we will provide a translation into English/Chinese or other languages for you. You can submit your legalizations in English.
The incorporation procedure of a Dutch NV
Provide draft Powers of Attorney and sign off of incorporation documents
Completion of the incorporation
Registration with the Chamber of Commerce
Phase 1: Provide draft Powers of Attorney and sign off of incorporation documents
After we have processed the required information and documents (by email) we will provide you with draft articles of incorporation of the NV and the forms and documents which will need to be provided by you for completion of the incorporation.
We will provide you with these documents with the request to approve the draft articles and to provide the other documents and forms required.
In case you will not visit our office to sign the documents or provide your original KYC documents, you will need to contact a local notary or lawyer to have the documents (and signature) verified, before sending us the documents by courier.
Phase 2: Completion of the incorporation
Upon receipt of your approval of the articles and the signed documents/forms referred to above, the NV will be incorporated within 5 working days (on average, depending on the notary’s availability).
Phase 3: Registration with the Chamber of Commerce
The final step of the incorporation process is the registration of the NV with the Chamber of Commerce (same day service) and the tax authorities. After the company has been registered at the Chamber of Commerce, it’s entitled to operate any activity (some activities are regulated).
Most services are allowed without an extra required business license, such as ‘production’, ‘import-export’, ‘consultancy’, and most other services (unless it’s more obvious the services are regulated, such as banking, Church, University, security/detective, etc.) On average it takes about 2-3 weeks to obtain a VAT number. Sometimes it just takes one week. A local director does not have to be present to obtain a VAT number.
How long does it take to start a Dutch public company?
The total incorporation procedure for a Dutch NV can typically be completed in a couple of days.
For the entire procedure, including the gathering of necessary information and documentation, in our experience, you should consider a period of one to two weeks. We emphasize that an accelerated procedure is possible.
Visit Required and Know Your Client
In legal activities such as starting a Dutch public company, Bolder Launch acts as an incorporation agent. As such, the government requires us, as well as the involved Dutch notary, to properly identify the client. We should also have a clear understanding of the client’s expected company activities (and corporate structure).
This means that we prefer a personal introduction to each shareholder and director. Furthermore, we will ask the client to provide clear background details on his/her experience and expected transactions and activities.
In theory, you can establish a Dutch public company remotely. This would require the involved persons to visit their local notary or embassy to get their documents and signatures verified. Please note that with this process, the formation process of the Dutch public limited company may take longer.
If you plan to visit our office to incorporate a company, please inform us of your visit at least 1 week in advance because we need to check with several parties (bank, city council, notary) for availability.
Registration of the NV in the Trade Register
Upon incorporation, the NV will be registered in the Trade Register of the Chamber of Commerce.
The Chamber of Commerce keeps the Trade Register, which contains information about all NVs (and other business entities) incorporated and/or registered in the Netherlands, like statutory name, date of incorporation, registered address, name and authority of directors.
It is noted that also the name and address of 100% of shareholders are included in the Trade Register. Since 2022 it’s also required to register the identity of each Ultimate Beneficial Owner.
The public can access the information in the Trade Register. The Trade Register is an important source of information for possible business partners. As such, it is common practice in the Netherlands to consult the Trade Register before doing business in the country.
IMPORTANT: Our fees do not include the registration fees at the Chamber of Commerce. This invoice (€ 50) is typically addressed to the established company within one week of registration.
Deed of incorporation
Incorporation of a Dutch NV takes place through the execution before a Dutch Civil Law Notary of a notarial Deed of Incorporation. The Deed of Incorporation has to be executed in the Dutch language and has to contain (i) details regarding the shares issued upon incorporation, the payment on the shares (in cash or in-kind) and details regarding the incorporator(s)/shareholder(s); (ii) the appointment of the first (registered) managing directors and (optional) the first supervisory directors; and (iii) the company’s Articles of Association.
It’s also a requirement to keep a shareholders register. There is no requirement to keep a director’s register. The statutory documents of the Dutch N.V therefore only include three documents:
- Deed of Incorporation (which includes the Articles) (we can provide an example copy)
- Register of Shareholders
- Extract from the Trade Registry (also called a Certificate of Good Standing) (we can provide an example)
Articles of Association
The company’s Articles of Association are included in the same document as the Deed of Incorporation and have to contain at least the following items:
- Name of the Company. The name of the company must include the indication “Naamloze vennootschap” or (most common) “NV”.
- Registered office (“zetel”) of the company. The seat must be in the Netherlands. The company’s registered office does not necessarily have to be at the same place as where the actual offices are located or business is carried out.
- Financial year. The deed of incorporation may stipulate that the company’s first financial year is either shorter or longer than twelve months. The maximum is 24 months minus one day. This has various tax consequences and should, therefore, be discussed with a Dutch tax consultant.
- Management and Supervision. The N.V. must have at least one Managing Director. There are no legal requirements regarding the number, nationality or residence of managing directors. Individuals, as well as legal entities, can be managing directors. In addition to a Board of Managing Directors, the Articles of Association may provide for (i) a Board of Supervisory Directors, or (ii) for a one-tier Board, with Executive and Non-executive Directors to supervise the Management/Executive Directors. Legal entities may not be supervisory directors. The company’s Articles of Association have to contain specific regulations regarding the absence or inability to act of all directors. The Board of Managing Directors of the company, as such, is always authorized to represent the company to third parties. In addition, unless otherwise provided for in the Articles of Association, the individual managing directors are also authorized to represent the company. It is not uncommon for Articles of Association of Dutch Companies to provide that: (i) the signatures of a particular number or class of managing directors, acting together, are required to represent the company, and/or (ii) certain management decisions/actions are made subject to the prior approval of the General Meeting of Shareholders or the Board of Supervisory Directors.
- Shareholders’ meetings. There is one yearly shareholders’ meeting on the approval of the annual account. Other meetings are convened as often as the Board of Directors or shareholders deem necessary. The company’s Articles of Association contain specific requirements for a general meeting.
- Shareholders Register. The N.V. must keep a shareholders’ register, which lists the names and addresses of all shareholders, the number of shares they hold, and the amount paid-up on each share.
The application of the relevant tax numbers
The final step of the incorporation process is the registration of the NV with the Chamber of Commerce (same day service) and the tax authorities. The company needs to be registered for its Corporate Income Taxes (CIT), as well as the Value Added Tax (VAT). On average it takes about 2-3 weeks to obtain a VAT number, sometimes it just takes 1 week (in combination with the CIT number).
The issuance of the VAT number can also depend on the corporate structure. Normally, it is more difficult for a company managed by a non-resident director to obtain the VAT Number. The tax authorities might ask questions about the type of activities and how/where they are performed. Bolder Launch can assist with the questionnaire and make sure you receive the VAT number in time.
Although you don’t need a local director to obtain a VAT number or even a bank account, it is preferred that the Company can show actual Dutch business activities. For example, the Company can show local staff members, a local warehouse, or even just local suppliers or clients the Company deals with.
Start a Dutch public company: Getting started
Please discuss with our Launch Crew to check your exact situation and timeline. Below you will find a handy checklist to see if you’re ready to start your business.
Checklist Dutch NV Formation
- You have fully discussed your corporate structure with your Incorporation officer or accountant
- You have an understanding of the tax consequences of setting up the company (at least for the next 12 months, concerning salary, profit tax, and dividend tax)
- You have decided on the share capital (size & amount of shares), and which bank you will visit to open a bank account (and deposit the share capital)
- It has been determined if all shareholders and directors will visit the Netherlands, or either of them will provide legalized documents
- Before visiting the Netherlands, or signing the formation deed remotely, you have a full understanding of the formation deed
- In order to open a Dutch bank account, the Dutch bank might require the director to apply for a BSN/TAX ID first (most banks only require this for residents, but also non-residents can apply for a BSN in the Netherlands if need be)
- Before visiting the Netherlands all meetings (city council, notary, bank) should be confirmed (by your Incorporation Officer)
- Consider a Plan B, in case the Chamber of Commerce does not register your Dutch NV within 24 hours after the notary has registered the company, in case you scheduled a meeting with the bank the next day
- If you don’t speak English fluently, the notary and/or bank might require you to involve a translator in the process
- Bring along an English/legalized paper-based residential proof of address (this can’t be an ID or driver’s license showing your address) & consider the other document requirements for your company
This checklist is meant as a general guideline, and most of these matters will be taken care of by your Incorporation Officer. There are many variables possible during the formation of a Dutch NV, which is why it’s so important to work with an experienced Incorporation Agent like Bolder Launch. If you decide to work with an online notary to start your company, there can be many surprises, that will lead to (much) higher expenses, and frustration during your trip.
Contact our team for a full proposal and overview of the incorporation procedure for your specific situation.