The process of expanding your business to the Netherlands requires several steps before you can actually execute your business. This launch guide will explain all the steps that are needed and will give you more understanding of what is needed to start doing business in the Netherlands!
Are you ready to start your Dutch BV? Then check our prices and complete your details here!
Step 1: Start-Up Consult with a Launch Expert
It is important for you to find out what the best corporate structure is, what the process of incorporation is, and what the answers are to your questions. In our start-up consult we will go through the process, answer your questions, and elaborate on what the following steps will be in the establishment of your company in the Netherlands. Our Incorporation Consultants can involve tax and/or legal counsels when appropriate – so you’ll be covered on all bases when you start your own Dutch BV.
Step 2: Onboarding Form
Once you have a clear corporate structure in mind you can complete our Onboarding Form. The onboarding form contains questions concerning the corporate structure, the shareholders & directors, share capital, personal information, and an overview of all the documents we need to collect from you. Additionally, the completion of our Company Background form will be required, in case we need additional information on the expected activities and transactions of your company. This will also help to apply for a VAT number or open a bank account. require from you. Based on the Onboarding Form, we can send you a personalized quote, although in most cases our standard company package fee applies.
Step 3: Collection of Documents
In order to start your Dutch BV, we need to identify each involved director, shareholder or stakeholder.
The documents we require in this stage are:
- A passport copy
- Proof of residential address
- Signed Ultimate Beneficial Owner(UBO)/Politically Exposed Person(PEP) Declaration
- Completed Onboarding Form by each stakeholder (provided by Bolder Launch)
- Optional: Any supporting/background documents required to comply With Know Your Client(KYC) regulations.
In case a corporate director/shareholder will be appointed, we need at least the following documents;
- Certificate of Goodstanding/legal opinion (or similar) which shows the appointed directors/shareholders of the company (legalized)
- Formation Deed/Statutes to determine if the director is allowed to act solely
- Passport copy/proof of address of the director and ultimate shareholder of the corporate body
Once we have received these documents we are able to continue with the incorporation process and continue to the next step.
Step 4: Formation Process
In order to legally start your Dutch BV, your business needs a local Dutch address. We do not provide this service in-house, however there are many available registered office address providers in the Netherlands.
Drafting the Statutory Documents
The articles will be (and must be) drafted in the Dutch language, but we will provide an unofficial translation into English or another language. Legalisations can be provided in English.
(In many cases (for use of the translation outside the Netherlands), a separate OFFICIAL translation with an apostille is required for which extra fees are applicable) In most cases the shareholder(s) will visit the notary to sign the Formation Deed, however, in case of remote formation, the notary will also draft the Power of Attorney in which the shareholder will grant the authority to anyone to incorporate the company on shareholders’ behalf.
The shareholders’ register will not be drafted in concept but will be provided AFTER the formation. We can share a concept upon request.
It typically takes 2-3 days to receive the concepts of the notary, and Bolder Launch will then share these documents with the shareholders, together with the explanation.
If you have any comments on the concept, and you like to make changes, we can instruct the notary to do so. We are not able to inform you upfront about the time the notary might take to perform these changes, or if any additional charges will be applicable. We will inform you before any extra expenses will occur.
Step 5: Approval & Signing
Now it is getting exciting! You’re close to the finish line of starting your Dutch BV. During this step, you will sign the documents and return them via email to schedule your trip to the Netherlands (to visit the notary, bank, and other involved parties like the City Council to apply for a tax number)!
In case you decide to start your Dutch BV remotely, the standard procedure will vary from this point on, and you can decide to visit the Netherlands to open the bank account at a later stage (or not at all!)
Step 6: Visit to the Netherlands; Meet the notary
We require approval of the concept at least 1 week before you plan to visit the Netherlands to incorporate the company. It’s important that our Launch Team will be able to discuss the details of the concept, and your responsibilities and requirements, which will also be discussed with you in person once you visit the Netherlands.
We require that you inform us at least 1 week in advance, to carefully schedule the meeting with the notary, the city council, the bank, and potentially other companies or agencies.
The meeting with the notary will approximately take 1 hour, and it’s important not to forget the passport and the ORIGINAL (paper-based) English proof of address (recent). Furthermore, you need to consider the requirement to pay up the share capital, so in case your company is divided into 100 shares of 1 EUR, you can pay the notary 100 EUR in cash (which will be transferred back to you at a later stage).
The notary might insist on having an official/licensed interpreter present during the meeting if the client is not able to fully understand the instructions and comments of the notary. This can even be the case when the client speaks proper English, although that’s very unlikely nowadays.
Bolder Launch can arrange an interpreter, but it requires at least 1-2 days’ reservation in advance.
The notary should be able to incorporate the company the same, or the next day, if all required documents and signatures are present.
Registration with the Chamber of Commerce
The final step of the process of starting your Dutch BV is the registration with the Chamber of Commerce (same day service) and the tax authorities.
The company can be registered online at the Chamber of Commerce by the notary; however, in some cases, we join the client at the Chamber of Commerce to register the company in person. This depends on the availability of the notary and/or the time pressure to incorporate the company (for example, when we like to visit the bank the same afternoon, it’s better to manually register the company in person).
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 is more obvious the services are regulated, such as banking, Church, University, security/detective, etc.)
The Chamber of Commerce keeps the Trade Register, which contains information about all BVs (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. If it is not desired to disclose the identity of the shareholder, it is recommendable to arrange for shares to be held by a Dutch or foreign third party (please consider the pending implementation of the European UBO-register)
The information in the Trade Register is freely accessible by the public. In day to day business the Trade Register is an important source of information for possible business partners and it is common practice in the Netherlands that the Trade Register is consulted before doing business.
Step 7: Ready For Business!
You are now ready to do business in the Netherlands and grow your business into a fully-fledged international enterprise!
One of the next steps now is to discuss the compliance requirements with our Corporate Secretarial Officer and comply with the bookkeeping requirements.
To know more about how to start your Dutch BV, get in touch with our Launch team today!
This guide is part of Company Formation in our Launch Guide.
