Formation of a Dutch B.V.
The formation of a Dutch private company with limited liability B.V. (‘besloten vennootschap met beperkte aansprakelijkheid’, hereinafter: B.V.) in The Netherlands involves three distinct steps:
- the collecting of all the necessary data and documents for drafting the Company’s articles of association (‘statuten’);
- the execution of the Deed of Incorporation containing the Company’s articles of association (‘statuten’) before a Dutch civil law notary (‘Notaris’), which can be done by power of attorney;- and
- the subsequent registration of the essential details of the Deed of Incorporation at the appropriate Chamber of Commerce (by way of submitting datacards).
The B.V. acquires corporate status at the date of execution of the approved Deed of Incorporation. The subsequent registration is necessary to be able to show evidence of incorporation to third parties, and non-registration entails joint and several liability for the B.V.’s managing directors.
Under ideal conditions, the formation of a Dutch B.V., can be accomplished within 24 hours of receipt of initial instructions, but normally it takes a few weeks. It depends on the given information and the chosen legal structure.
It is advisable to have the proposed company name checked for possible conflict with the names of existing companies registered at the Trade Register kept by the Chamber of Commerce.
Execution of the Deed can be dealt with through the incorporators issuing a power of attorney in favour of a representative. The signatures under such power of attorney must be authenticated through a legalisation (by a local lawyer, notary public or any other authorised person). On top of that, in case the incorporator is a foreign legal entity, an opinion has to be issued by a local lawyer confirming the authority of the signatories to validly bind such entity in issuing such power of attorney. Please note that these documents need to be apostilled.
The appropriate Chamber of Commerce formalities can normally be dealt with within 7 days, culminating in the issue of a Chamber of Commerce extract. In case of urgency, an Extract can be obtained often within 24 hours.
If you have any questions about Dutch company formation please contact Michiel van Hecke by our contact form or by e-mail.