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The Incorporation Process
While the incorporation procedure is relatively straightforward, there are a number of official requirements that need to be met in order to assure an effective and efficient incorporation process. From formulating the articles of incorporation, to the actual registration with the Chamber of Commerce: Dutch-Company.com can guide you through the entire process, step by step.
Incorporation processes are undertaken in collaboration with a Dutch notary, who ensures that all regulatory requirements are satisfied. Typically, the incorporation process includes performing a company name search, filing for a ‘declaration of no objection’ with the Dutch Ministry of Justice, drawing up and finalizing the articles of incorporation, and registering the newly formed company with the Dutch Chamber of Commerce. A step by step guide through the procedure can be found here.
Basic or Premium
Dutch-Company.com can set up any corporate structure you desire. From a single company to complex off-shore and trust constructions: we provide advice that is specifically tailored to your corporate needs. In order to efficiently process the most common demands, Dutch-Company.com has created two packages.
Basic BV®
Ideally suited to the needs of those that already have (intermediate) knowledge of the Dutch corporate system and/or have access to a network of corporate and tax lawyers, the Basic BV® allows for a swift incorporation process at an affordable price. Opt for a BV with a single shareholder for only € 1.750 (ex VAT) or for a holding/subsidiary construction for just € 3.000 (ex VAT). Fill out this form to set the procedure in motion. Alternatively, you may click here to read a step by step guide of the actions involved.
Excluding € 90,76 for the mandatory ‘declaration of no objection’ (exempt from VAT) but including:
- All notary fees;
- Drawing up the necessary documents, such as the Articles of Association and the shareholders-registry;
- Fees for registration with the Chamber of Commerce and
- Initial registration with the Tax-office. Optionally, Dutch-Company.com provides assistance with filling out the tax-forms for starting companies.
Premium BV®
Choose our Premium package if you are unfamiliar with Dutch rules and regulations or if you seek professional support regarding the (im)possibilities of setting up a single Besloten Vennootschap or a group of companies. Premium BV® includes our full range of fiscal and fiduciary services. From embedding a new BV within a pre-existing international company-structure to setting up an ‘inactive tax structure’: our experienced lawyers and accountants are fully knowledgeable and eager to be of assistance. As a client of Dutch-Company.com, you also profit from our extensive network, encompassing specialists in a wide variety of relevant fields, including international trust services.
Personal meeting
Details regarding your needs and wishes are inventoried during a personal meeting at our offices in Baarn or Amsterdam. Alternatively, it is possible to arrange a meeting at your company premises or at your lawyers' offices. After drawing up an initial plan, Dutch-Company.com streamlines the entire procedure, including drawing up the articles of association and all other formalities. If more than one shareholder is involved, it is also recommended to formulate a shareholders' agreement, defining the rights of individual shareholders. Dutch-Company.com can also help you draw up statutory provisions.
More information?
Contact us directly – free of any obligation - for a personalized advice. Simply press one of the buttons on this page, and you will be contacted within one working day.
Official requirements
Rules and regulations pertaining to the incorporation process vary from country to county. This is one of the reasons that an increasing number of entrepreneurs team up with Dutch-Company.com; a local and well-informed supplier of incorporation-services. In order to clarify the specific Dutch requirements, we have composed a fact-sheet, detailing the most important aspects.
- Notarized application forms
- Declaration of no objection
- Minimum share-capital
- Bank statement
- Notarized forms
Dutch law specifies that all incorporations require the services of a civil law notary to draw up and formalize the official application documents, including the Articles of Association and the shareholders-registry. The articles of association specify the conditions according to which the company is to be incorporated, including the statutory name, company-address, corporate goals, value of individual shares, and details regarding the rights of the Management Board and shareholders. The notary can only formalize these documents after a bank statement has been issued.
- Declaration of no objection
A further prerequisite for incorporation is a ‘Declaration of no objection’, to be granted by the Ministry of Justice. Without this statement, the incorporation would not be legally binding. In most cases, filing for and acquiring this statement is simply a formality. Only a perfunctory background-check is performed into the shareholders, covering previous bankruptcies and criminal records.
- Minimum share-capital
In order to register as a BV, a company must have a minimum capital reserve of € 18,000*. This capital is considered an investment in the newly formed company. However, this reserve may be used to cover operational costs, and reserve funds can even be lent out to another company. Thus, the reserve funds are not tied up and should not be considered an investment in setting up a business. Typically, the minimum capital is deposited with a Dutch bank, prior to incorporation. The bank will issue a statement, pertaining to the fulfillment of this condition. If this requirement is not met, individual directors can be held personally accountable for all legal actions that their company undertakes.
- Bank statement
The minimum share-capital required by law amounts to € 18,000. In order to offer potential creditors some protection, this capital must be deposited in the account of the company, prior to incorporation. In The Netherlands, it is possible to open an account while the BV is still in its establishment phase, providing for an easy way to fulfill this obligation. Upon receipt of the money, the bank will issue a statement which will become an integral part of the articles of incorporation.
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