Guide to Doing Business in the Netherlands

Yes, anyone in the world can establish and own a company in the Netherlands. Even if they live outside of the Netherlands.

Requirements to setting up a company in the Netherlands

First of all, we need to establish if you meet all the requirements to set up a BV company.

These are the requirements to incorporating and running a BV company.

• • The BV needs to hold a valid and unique business name.
  • 0,01 euro (so only 1 eurocent!) minimum share capital.
  • All shareholders and directors are over 18 years old.
  • At least one share with a voting right.
  • The Articles of Association and a Deed of Incorporation (in Dutch) must be drafted before a public notary. The notary needs to be sure you understand what you are signing. Therefore, a translation or translator is required.
  • The company should have a valid registered address in the Netherlands. This can be a residential, office or other type of address. We do recommend you to make sure that the business’ address reflects the nature and scale of the business.
  • Substance requirements. The Dutch Tax Authorities usually require you to comply with a set of rules to make sure that your company is legit and has sufficient ‘ties’ with the Netherlands.

To make the company operational, you will most likely need a VAT number and a bank account. It is up to the bank to take you on as a client and up to the tax authorities to hand out a vat registration to your company.

Substance requirements

The Dutch Tax Authorities usually require you to comply with a set of rules to make sure that your company is legit and has sufficient ‘ties’ with the Netherlands. We recommend you to follow these so-called 'substance requirements'. Below you'll find a non exhaustive list of these requirements:

• At least half of the directors of the company should be resident of the Netherlands.
• The business address of the company is in the Netherlands.
• The main bank accounts of the company are maintained from the Netherlands.
• The bookkeeping of the company must take place in the Netherlands.
• The company must comply with all its tax obligations in the Netherlands and is not treated as a tax resident of another country.

Failure to meet these requirements can lead to the company being denied a VAT/BTW number and/or a bank account.

We strongly advise every BV company to have at least 1 Dutch resident (nationality not important) on the board of directors.
While it is technically possible to register a NL company without living in the Netherlands, there are a few things to consider.
Mainly the fact that every company should have at least 1 Dutch resident as its director. This is part of the 'substance requirements'.
Failing to meet this requirement can mean that the company will not get a VAT number and/or bank account.

• If a company does not have a local director we would need;

1. • 1.A clear reason why this is not necessary for the company to meet this requirement. And details on how the company will be operated remotely, OR

• • 2. A detailed plan on how the company is planning to meet this requirement in the near future. In other words, will the company hire a director or will you move to the Netherlands to become the local director in the next few months. And if so, how this will work exactly.

This depends on the setup of the company, the amount of shareholders and a few other factors. Please see our pricing page for further details or request a personal quote free of charge.

If you are setting up the company while you are in the Netherlands, the process takes on average 7-10 days.
If you are setting up the company from abroad (remotely), it usually takes around one week extra.
The length of the process mainly depends on the speed in which we receive the required documents.

Usually, a setup of a BV with a non-corporate shareholder (a person is the shareholder) takes a week or two. Once the required documents are received, the notary starts the draft of the deed of incorporation, the drafts will be sent for approval after one week.

Setting up a company with a corporate shareholder (another company is the shareholder) tends to be more time consuming, since there are multiple corporate documents that need to be collected and legalized.

After the company is incorporated it takes 24 hours before the company is registered at the chamber of commerce. It then takes 5 working days to receive a VAT number (in order to send invoices). Opening a bank account can take anywhere from a few days to a few weeks.

First, we determine together which structure work best for your type of business activity. After an introductory e-mail or call we will send you a personalised quote. Together we will discuss which structure is most suitable and which services are required in your situation.

Second, we will start collecting all relevant documents and information to begin the incorporation. In this phase an invoice will be sent to you for the first instalment of the final price. This constitutes roughly 30% of the total sum. Once we have confirmation of the payment you will be invited to your secure form where we will collect all your required documents.

Third, your data will be processed by the notary. After confirming that all documents are in order, the drafting of the deed of incorporation can start. This will take 1 week. An appointment will be made for the signing of the deed of incorporation. This can be done in person or remotely.

Fourth, the company will be registered at the chamber of commerce (KvK). You will receive a KvK-number which will allow you to open a bank account. Additionally, around one week after the registration at the chamber of commerce you will be contacted by the tax authorities about your VAT number.

Once you have received your KvK-number and a VAT-number your company is fully operational. Find further details on the process in our Timeline.

If you are setting up the company while you are in the Netherlands, the process takes on average 7-10 days. If you are setting up the company from abroad (remotely), it usually takes around one week extra.
The length of the process mainly depends on the speed in which we receive the required documents. Usually, a setup of a BV with a non-corporate shareholder takes a week or two. Once the required documents are received, the notary starts the draft of the deed of incorporation, the drafts will be sent for approval after one week. Setting up a company with a corporate shareholder tends to be more time consuming, since there are multiple corporate documents that need to be collected and legalised.

You do not need to visit the Netherlands in order to successfully incorporate your company. The entire process can be done remotely using a power of attorney. The costs remain the same, whether you are incorporating remotely or in person in the Netherlands.

These days we can even verify your identity through video-call in some cases. Learn more about the different ways of setting up your business.

Generally speaking, you can register the company at a residential address. This can for example be your own home or the home of someone you work with. In case the address is not your own, we recommend you to draft a formal rental agreement.
Furthermore, we advise that the company's address reflects the company's activity to a certain extent. If you are setting up a small marketing agency, it is not a problem if the company is registered at someone's residential address. This might be different when you establish a large industrial company.

Yes, this can have consequences. Some previous clients have experienced problems with certain address providers. Even some of the well-known office services have addresses where the companies who register there have problems getting through the checks from the tax authorities (Belastingdienst) and/or banks.

Learn more about virtual offices in the Netherlands on this page.

It does not matter where in the Netherlands you start the company. The company will be centrally registered at the chamber of commerce.

That depends on the setup of your company. To start up the incorporation process, you will only need to provide the following documents:

• Passport copy of all directors/shareholders of the Dutch company
• Proof of residence of shareholders and directors. For example: a bank/utility/phone bill no older than 2 months.
• Additionally, a rental agreement of the office address the company will be registered at (not necessary if the company will be registered at residential address of (one of) the shareholders).
• If the shareholder is a company, additionally required is a document that shows the name, address and registration number of the incorporating company.

There is no minimum capital requirement. Technically it is 0,01 euros. So you will need to have at least one share of 0,01 euros.

Our recommendation is to choose 120 shares of 1 euro. The number 120 is easy to divide (by 2, 3, 4, 5, 6 etc.), which makes it easier to redistribute shares if you ever decide to sell some of your shares.

No, there is no requirement to invest any money. You do need to deposit the nominal share capital (amount of shares x share value) in the company bank account once the company is incorporated. This can be as little as 0,01 euros.

There are many things to consider when starting up a business in the Netherlands. Apart from the legal setup, there is the handling of your administration, submitting tax returns and arranging a registered address. There are many more things that could be useful to consider in your specific case. We have created a service table with all the services that are required, recommended or optional.

No, this is not possible and NordicHQ will never facilitate this. Since 2020 companies within the EU are required to give full transparency on UBO's (the person behind a company or structure).

No, as a shareholder of a BV you can live abroad and own a company in the Netherlands. It is not a requirement to stay in the Netherlands. However, you will most likely need at least a representation in the Netherlands in the form of a resident director if you want to actively operate a company. This varies per situation.

In case of a sole proprietorship (ZZP, eenmanszaak) you should be a resident and have a valid BSN (national ID number).

Yes, a foreign entity can be a partially or 100% owner of a Dutch BV company.

Your Dutch private limited BV can own all or a part of a foreign enterprise.

A sole proprietorship (eenmanszaak) and a partnership (vof) can simply be deregistered at the chamber of commerce (kvk.nl).

A private limited company (BV) is liquidated by first assessing the financial position and subsequently a decision from the general meeting of shareholders. This decision should then be registered at the chamber of commerce. More about company liquidation in our guide.

There are certain steps you will need to once the company has been registered:

1. Setting up a bank account. One day after the company is incorporated you will receive your chamber of commerce (KvK) number. You can use that apply for a bank account for you new company
2. Setting up salary/administration. Your new company will need to setup an administration to pay the salary of the employee(s) as soon as possible. Our accounting partner can assist you in setting up an administration.
3. You will receive communication from the Belastingdienst regarding your VAT/BTW number, usually within 5 working days after the registration of your company.
4. Make sure you are legally compliant by setting up the a few recommended and required legal documents such as GDPR/Privacy agreements and General Terms & Conditions.
5. Arrange additional services such as business insurance and a Dutch phone number.

You can get a full overview of your legal and tax compliance obligations after incorporation by requesting a quote here.