Compared to other EU countries, the Netherlands has a flexible and liberal legal framework for the organization of enterprises by non-resident companies or individuals. There are no special restrictions on foreign-owned companies that wish to start a business in the Netherlands. A private limited liability company - 'Besloten Vennootschap' (BV) - and a public limited liability company - 'Naamloze Vennootschap' (NV) - are examples of limited liability companies with legal personality.
The name of Netherlands BV Company must end with the words "Besloten Venootschaap" or suffix "BV". Company names containing restricted words such as "Bank", "Insurance", "Trust", etc. will not be permitted unless an appropriate national operating license has been obtained by the company.
ARTICLES OF ASSOCIATION / DEED OF INCORPORATION
The incorporation of a B.V. is effected by a notarial deed of incorporation, in which the initial articles of association of the B.V. are included.
A minimum of one shareholder is required which may be an individual or a corporate body. A BV Company may be incorporated by one or more 'incorporators', being either individuals and/or legal entities. One single individual or entity alone, whether Dutch or foreign, may be the only incorporator and full management board at the same time. If there is only one shareholder, this fact will not entail personal liability, but his name will be registered as such in the certificates of registration of the BV issued by the trade register. A company is required to keep a shareholder register which must be kept in the company’s office.
The minimum capital requirement for a Dutch BV has been abolished per 1 October 2012. The minimum authorized share capital can be EUR 0.01 and the share capital can be denominated in any currency. The most evident benefit of this increased flexibility is the entrepreneur’s newfound ability to incorporate a Dutch BV without having to sacrifice its resources, which may be limited when starting its new venture.
DIRECTOR AND SECRETARY
Netherlands BV companies require a minimum of one director, who may be a natural person or a corporate body of any nationality. The Board of Management (at least one (1) Managing Director) is responsible for the management and administration of the Dutch limited liability company, its day-to-day affairs, and the operations of its business.
There is no statutory requirement for a Company Secretary to be appointed.
Meetings of the board of directors may be held outside the Netherlands.
The whole procedure will take between 4 and 6 weeks.
RECURRING MAINTENANCE FEES AS FROM 2 YEAR
- Provision of registered office and registered address