Dutch Company Formation

Starting a company in the Netherlands

With more than 2,000 Dutch subsidiaries of international companies operating in Amsterdam alone, the Netherlands is widely considered a perfect location for foreign entrepreneurs, being a favorite destination for Dutch company formation in the Netherlands. This makes it a gateway to the densely populated Western Europe markets and in itself, It is known to have a well developed logistics and technical infrastructure, which are crucial for the smooth and successful operations of any business seeking company formation in the Netherlands.

Benefits of international operating after company formation in the Netherlands includes a highly skilled and multi lingual and flexible work force, favorable tax regulations that are considered among the most friendly in the world, a stable political climate and a very high standard of living.

Being a founder member of the European Union, corporate laws in regarding Dutch company formation in the Netherlands are compliant to, and highly based on the continental corporate laws that are widely prevalent in the European Union. However, the Dutch laws are frequently updated with case laws, making the Dutch legal system one of the most advanced in the European Union in the Dutch company formation process.

Dutch BV – Dutch NV

With regards to company formation in the Netherlands, the primary legal entities that are constituted under corporate laws in the Netherlands for international commerce and trade are the ‘besloten vennootschap‘ (commonly referred to as BV- a private company with limited liability) and the ‘naamloze vennootschap‘ (commonly referred to as NV- a public company). While they share the same underlying structure and characteristics, there are some important features regarding Dutch company formation that set them apart.

  • While an NV can issue both registered and bearer shares, a BV can issue only registered shares.
  • The articles of association for a BV can contain transfer restrictions, while the same is not applicable for an NV
  • Only an NV can be enlisted at the Euronext Stock Exchange in Amsterdam
  • The minimum required share capital for a BV can be less than 1.00 euro, while the same for an NV is 45.000 euros.

The incorporation procedure of both BV’s and NV’s requiring the intrinsic involvement of a Dutch civil law notary during the process of Company formation in the Netherlands. The notaries, along with the founders of the company are required to draft a deed of incorporation that includes the articles of association in the Dutch language. For Dutch Company formation, these articles of association contain, among others, the name for the company, the subject of the company, the capital of the company and in case of a BV, share transfer restrictions.

Chamber of Commerce

Important is to ensure that the intended company name or a similar name has not already been registered at the the trade register of the Dutch Chamber of Commerce. After the deed of incorporation is executed, the company must be registered at the Dutch Chamber of Commerce, which finalizes the incorporation procedure.