If you plan to start a business in a foreign country, you must meet the type of legal entity. For some solo entrepreneurs, such as freelancers or artists, sole proprietorship might be the most suitable and cheapest option. But in almost all other cases, we advise start-ups as well as existing companies looking for a foreign branch or subsidiary to set up a Dutch BV company. The benefits of this type of business outweigh most other types of businesses, and your personal assets are protected. Read on if you want to know more about what exactly limited liability means and how a Dutch BV could be exactly what you need. In principle, directors have unlimited power of representation before the company, unless it is limited by the articles of association or by complementary shareholder and management agreements. When starting their own business, some entrepreneurs are undecided as to whether a BV or Eenmanszaak is the best form for their business. Unfortunately, it is not allowed to register a company or trade name already used by another Dutch BV or listed as the official trade name. Check if your desired company name is still available at the beginning of the incorporation process with our BV name verification tool. Une besloten vennootschap (Dutch pronunciation: [bəˈsloːtə(ɱ) ˈvɛnoːtsxɑp], lit. “closed society”; formally une besloten vennootschap met beperkte aansprakelijkheid (lit. “closed limited liability company”; abbreviated bv[a]) or limited liability company (SRL)[b], is the Dutch and Belgian version of a limited liability company.
The Company is owned by shareholders and the Company`s shares are registered and non-transferable. It is the most common form of limited liability company in the Netherlands and Belgium. To start the process of setting up a Dutch BV, we only need information such as the number of shareholders, details per shareholder and the main activities of the BV. The document is drawn up in Dutch in accordance with Dutch law. However, a translation is needed because shareholders need to understand what they are committing to. If you would like to view a free draft of the statutes, please contact us. Once you have chosen an original name for your company bv Netherlands, which should be applicable and will not be used by any other local company, decide for your shareholders, write down the objectives of the company and get an address for your company, your personal advisor will take care of all registration measures, legal formalities and, if necessary, notarized papers. CompanyNL emphasises the fact that they have a personal relationship with their customers and that, therefore, all customers have their own contact person who is fully informed about their BV in the Netherlands. With their long-standing professional relationships with local authorities, you will find it very enjoyable and rewarding to work with CompanyNL in the creation of your new Dutch company.
We can also act as an intermediary between Dutch consultants and foreign companies. It is possible to start trading before you have set up your limited liability company, provided that you are registered in the commercial register of the KVK and a notary certifies that you are making the incorporation in your name. You can then operate as a “limited liability company in the process of formation” (Dutch: BV in oprichting or BV io). A limited liability company or in Dutch a besloten vennootschap (bv) is a legal entity. This means that bv is usually responsible for all debts, not for you as an individual. As a managing director, you are an employee of bv and act on its behalf. It is possible to set up a Dutch BV alone or with other natural and/or legal persons. You cannot set up a BV yourself. You will need to use the services of a notary as there are legal requirements for the formation of a limited liability company. It essentially consists of four elements: The BV is legally obliged to draw up an annual report and submit the annual accounts to the commercial register of the chambers of commerce. If the BV is classified as a VAT operator, it is in principle required to submit a quarterly VAT return.
The name you choose for your business should be unique in the industry and geographic region in which you operate. In addition, your company name (e.g. “Legalee BV”) may not already be entered in the commercial register. You can find the tab under kvk.nl and search if your company name is still available. The Kamer van Koophandel charges €50 for registration. This is a one-time payment. If you set up a BV company, the notary will take care of the registration, but the fee will be charged to your company after incorporation. If a shareholder of the selling BV is itself a BV, this holding company theoretically does not pay tax on the proceeds if it holds 5% or more of the shares. If you wish to terminate the BV, a formal resolution of the Annual General Meeting is required. The BV must then repay its debts and dividends before it ceases to exist. The separation of risks and assets had another major advantage when it came to a BV compared to a sole proprietorship. There is a difference in liability for the business owner.
Owners of a sole proprietorship are personally 100% responsible for any debts they may incur with their business. This means that these funds can be recovered directly from the owner`s personal property. Essentially, a sole proprietor is a person with a VAT number because there is no real difference between the person and the business. If you want to sell your business, you can either sell your shares or sell the BV business by selling their equipment, inventory, etc. As a CEO, you must pay income tax on the proceeds of the sale of your shares. If you sell your business, you will have to pay corporate income tax on the profits. One of the main advantages of a Dutch BV is the fact that you can set up a so-called holding structure. This means that you have a BV holding company and one or more subsidiaries. By setting up a holding structure (two or more BVs stacked on top of each other), you separate assets and risks. In addition, a future sale of your shares under the participation exemption is not taxed. We will briefly explain the difference between these two BVs below.
You can create a BV as an individual or with others, in which case the property is divided into shares. The shareholders of the BV have the decision-making power of the company, but on a day-to-day basis, a BV is usually run by the company`s managers. You can be both a shareholder and a director, in which case you are considered an employee acting on behalf of the company. Unlike the listed company form: naamloze vennootschap, which was also used in Dutch private companies until the introduction of the BV on 29 June 1971. If you are looking for a reliable and experienced company to help you set up a BV Netherlands company, CompanyNL is the right advisor. This well-known company, which brings extensive knowledge and experience, will make setting up a BV Netherlands company easy and fast.