US company looking for NL BV setup for EU Expansion
Question:
We are a company based in the United States and we are in the process of expanding to the EU. Our goal is to create a BV in the Netherlands for our European operations.
We have looked into this and are ready to proceed but we need a little more information before we make the final decision. Here are some details and some questions:
- As our main company is based in the US, our Director and major shareholders would be resident outside of the Netherlands, is this acceptable?
- We have read in different places of a Resident Director requirement, can you explain this?
- We have also read of a minimum Director’s Salary. Could you please expand on this?
- Is it necessary to physically present in the Netherlands to Incorporate a BV?
- What is the approximate timeframe required for incorporation of a BV?
- What are your approximate charges to perform the incorporation of a BV?
- Do you offer other services in conjunction with incorporation of a BV?
- If so, what would your approximate charges be for those services without the BV incorporation service?
Answer:
I am assuming that you want the BV to be a subsidiary/daughter of the US entity.
We have read in different places of a Resident Director requirement, can you explain this?
This is not a hard requirement for establising the company. What we do see is that some of our US clients without any phyiscal presence (i.e. no phyiscal location, local director etc) experience issues or at least long waiting times when opening a bank account for the BV. We have connections at a few of the larger Dutch banks. In case that does not work out, we can refer you to banks in different EU countries that are willing to open an account for a Dutch BV.
We have also read of a minimum Director’s Salary. Could you please expand on this?
The background of this so-called ‘DGA salary‘ is that a business is forced to payout a minimum salary to a large shareholder (person) who is also a director. In the case of a US entity as a shareholder and perhaps not even a local director, this should not be an issue. The regulation is designed to make sure business owners pay at least a certain amount in personal income tax before paying out dividends.
Is it necessary to physically present in the Netherlands to Incorporate a BV?
It is not and the process can be completed remotely. In some cases we do recommend it to speed up the process, especially with regards to opening a bank account. Especially for US entities, opening a bank account can take some time and can be challenging. We can give you further advice on this matter.
What is the approximate timeframe required for incorporation of a BV?
The incorporation takes a few weeks with a US LLC shareholder. To make the company fully operational you will also need a Dutch VAT number which takes 1-2 weeks after the incorporation. To be on the safe side, I would say that you should count on just over a month to have the company fully operational including a vat number and bank account.
What are your approximate charges to perform the incorporation of a BV?
It depends on the structure. If a US entity is the sole shareholder, the total incorporation fee will be 1519 euros (ex vat). In case a person will be the shareholder, this will amount to 1019 euros total. The chamber of commerce registration fee is 75 euros. You can find a full overview on our pricing page.
Do you offer other services in conjunction with incorporation of a BV?
Absolutely. NordicHQ provides a comprehensive suite of services for foreign companies looking to establish themselves in the Netherlands and across Europe. Together with our network we offer the necessary contracts and other legal compliance documents that businesses starting out in the Netherlands typically need. If you are in need of office space / a business address, we can connect you to reliable parties. Furthermore, we have several accountants, legal and business experts in the NordicHQ network who can take care of all sorts of related matters.
