Company Formation in Netherlands
Leading banks (Rabobank, ING, ABN Amro)
Personal assets are protected against bankruptcy
Company formation in Netherlands
Dutch Limited Liability Company (Dutch BV)
– One of the world’s most open economies with first-rate infrastructure
– The tax system includes a number of tax incentives to promote innovation and commercial activity.
– Sophisticated and globally focused service sector
– The most international double taxation avoidance agreements
– Stable political and legal systems and top-notch international connections.
Company Registration in Netherlands is perfect for:
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Four Easy Steps To Register A Company In Netherlands
- Scan of each director, shareholder, and beneficial owner’s passport
- Scan of each director and shareholder’s address proof (this can be a recent English-language utility bill, such as a gas, water or electricity account). A certified translation is needed if it’s not in English.)
- Personal Resume/CV
FAQs
A public LLC, also known as Naamloze Venootschap, abbreviated as NV, and a private LLC, also known as Besloten Vennootschap, abbreviated as BV, are the two alternatives available for creating an LLC in the Netherlands.
The NV and the BV both stand for different legal entities.
According to the current Dutch legislation, no approval from the government is required for the official formation of a private LLC.
The Board of Supervisors cannot act on behalf of the LLC since it lacks executive authority. Its duties include keeping an eye on how the Managing Board is conducting business and the overall direction the company is headed. It also supports the Management’s efforts and always acts in the LLC’s best interests. In this regard, the AoA has the authority to request the Board of
Those in charge of specific transactions. A Dutch LLC can be incorporated without having to create a board of supervisors. It is more of a tool that the Shareholders can utilise to keep an eye on the Managing Board’s activities.
A Latin Notary witnesses the completion of an Incorporation Deed by a minimum of one incorporator to create a Dutch LLC. The new LLC’s constitution, which is governed by company law, is contained in the Deed. It is applicable to all aspects of the newly founded company’s activities and must cover all entity procedures.
The AoA that contains the following information is included in the Dutch incorporation deed:
- Company name;
- Registered office,
- Purpose and range of activities;
- Amount of authorized capital, stated value and share class;
- Financial year;
- Managing directors’ authority;
- Appointment of a Board of Supervisors;
- Any limitation on the transfer and issue of shares;
- Other relevant rules with respect to organization of meetings and adoption of resolutions. The Incorporation Deed can be executed only when certified by the Latin Notary.
There are significant changes between the entities, but the standards for BVs and NVs are essentially the same. The following lists the key ones:
a) Only NVs are permitted to issue bearer shares.
b) Shares can only be listed on the Exchange Market by NVs.
c) For NVs, a minimum of 45 000 EUR in share capital must be issued and deposited. There is no established minimum for BVs.
d) On the condition that a single share with the ability to vote is owned by a third party, NVs can buy back one-tenth of the issued share capital whereas BVs can buy back the entire capital.
Dutch LLCs are required to have a minimum of one shareholder and one managing director. It is not required that Supervisors represent Shareholders on the company’s Managing Board.
The director of a limited liability company founded in the Netherlands is not required to be a citizen or resident of the nation.
The duties of a managing director can even be carried out by other organisations. The LLC’s administration and management, everyday operations, and business affairs are handled by the Managing Board (consisting of at least one Director). The LLC is represented by the Managing Board.
The Articles / Memorandum of Association (AoA / MoA) must state whether the Dutch LLC can be represented individually by each member or whether joint action is necessary in the event that the Board has multiple members. Regardless of how the Directors are assigned duties and responsibilities, they are all generally personally responsible for the debts of the firm.
Yes, at least one Shareholder is needed to establish a BV. The Shareholder is the actual owner of the company.