Company formation in Netherlands

The Netherlands offers two options for registering a company with limited liability (LLC) of the shareholders: a public LLC or Naamloze Venootschap abbreviated as NV, and a private LLC, Besloten Vennootschap, abbreviated as BV.

Both the NV and the BV represent separate legal entities.

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• BV NV difference

The requirements for BVs are almost identical to the ones for NVs, but there are some differences between the entities. The main ones are outlined below:

• a) Bearer shares can be issued only by NVs.
• b) Only NVs are allowed to list shares on the Exchange Market.
• c) The minimum share capital that needs to be issued and deposited for NVs is 45 000 EUR. No minimum requirement is set for BVs.
• d) NVs can buy back one tenth of the issued share capital while BVs can buy back the whole capital, on the condition that a single share giving the right to vote is owned by another party.

Read more:

• Doing business in the Netherlands
• Dutch BV taxation

According to the current Dutch legislation, no approval from the government is required for the official formation of a private LLC.

Dutch LLCs need to have a minimum of one Managing Director and a Shareholder. The assignment of Supervisors representing the Shareholders in the Managing Board of the company is optional.

The Director of a company with limited liability established in the Netherlands does not have to be a national or a resident of the country.

Even other corporations can perform the functions of Managing Directors. The Managing Board (composed of a minimum of one Director) deals with the administration and management of the LLC, its daily routine and business operations. The Managing Board represents the LLC.

In case the Board includes several members, the Articles / Memorandum of Association (AoA / MoA) must specify whether the Dutch LLC can be represented individually by each member, or joint action is required. Regardless of the distribution of obligations and tasks among the Directors, each of them can, generally, be held personally liable with regard to the company’s debts.

Read more: 

• Setting up a company in the Netherlands
• Netherlands company formation cost

The Board of Supervisors does not have executive powers and cannot represent the LLC. Its purpose is to monitor the operations of the Managing Board and the main course of development of the business, to support the activities of the Management and to always act in agreement with the best interests of the LLC. In this respect the AoA can require the prior approval of the Board of

Supervisors for particular transactions. The establishment of a Board of Supervisors is not mandatory for the incorporation of a Dutch LLC. It is rather an instrument that can be used by the Shareholders to monitor the operations of the Managing Board.

Read more: 

• How to set up a company in the Netherlands
• Minimum capital required to incorporate a BV

Yes, at least one Shareholder is needed to establish a BV. The Shareholder is the actual owner of the company.

A Dutch LLC is established by a minimum of one incorporator through the execution of an Incorporation Deed before a Latin Notary. The Deed contains the new LLC’s constitution that is considered as company law. It must cover all procedures of the entity and is relevant to all operations of the newly established company.

Deed of incorporation Netherlands includes the AoA that present the following information:

• 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.

Read more: 

• Incorporate Dutch BV
• Netherlands company formation