Dutch Company Incorporations
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Advantages of incorporating in the Netherlands:
Shares in a Besloten Vennootschap are unlisted and can only be transferred by public notary. It is therefore quite difficult for third parties to obtain an interest in your company, allowing for a safe, yet flexible corporate structure.
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Dutch company incorporation requirements:
- Minimum of one shareholders (may be corporate)
- The sole shareholder may be the full Board of Management at the same time
- No Company Secretary is required.
- Each shareholder shall contribute to the initial capital - at least 25% of each contribution must be paid upon incorporation.
- No share certificates may be issued.
- Shareholdings are registered in the shareholders register which must be kept in the office of the company.
- Capital of at least 40,000 NLG is required to start at BV.
- For a CV, one partner must have unlimited liability, and the others can have limited liability.
- Dutch NV's require 100,000 NLG share capital or more.
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Dutch company incorporation procedure:
- Provide the authorities with a list of particulars.
- State the name of the future B.V.
- Recite the objects of the B.V.
- Decide on the amounts of capital etc.
- Make a choice with regard to the financial year of the B.V.
- Choose a registered office and place of business (not a P.O. Box)
- Provide a "letter of intent" with regard to the plans of the incorporators concerning the shares in the year after incorporation (especially transfer to third parties)
- Provide a letter of good standing
- Provide proof that the minimum capital of EUR 18,000 has been paid-up.
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Company structures in the Netherlands :
- B.V. Besloten Vennootschap. Limited liability company.
- C.V. Commanditaire Vennootschap. Limited Partnership.
- CVoA Commanditaire Vennootschap op Andelen. Limited Partnership, with shares
- NV Naamloze Vennootschap. All publicly traded Dutch companies are NV's, but not all NV's are publicly traded.
- VOF Vennootschap onder firma. General partnership.
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