Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
Yes — a foreign individual or company can own 100% of a Dutch private limited company (besloten vennootschap, BV), and directors do not need to live in the Netherlands. A BV is created by a notarial deed executed by a Dutch civil-law notary, who checks the founders' identities, then registers the company with the Netherlands Chamber of Commerce (KvK) and the Tax Administration. You need a Dutch business address; minimum capital is just €0.01.
Key takeaways
- A BV can only be incorporated by a deed of incorporation executed by a Dutch civil-law notary (notaris), which includes the articles of association.
- The notary carries out anti-money-laundering checks on founders and ultimate beneficial owners before executing the deed, so identity and ownership documents drive the timeline.
- Since the flex-BV reform, the minimum share capital is €0.01, although real funding needs usually require more.
- The notary registers the BV with the KvK Business Register and the Tax Administration, and the company's UBOs are recorded in the UBO register.
- A BV needs a Dutch business address (not a PO box), and Dutch banks typically look for genuine activity and transparent ownership before opening an account.
Netherlands at a glance
| Common entity for foreign owners | Besloten vennootschap (BV); branch of the foreign company as an alternative |
|---|---|
| Company registry | Netherlands Chamber of Commerce (KvK) Business Register, via a civil-law notary |
| Foreign ownership | 100% generally permitted |
| Local director / resident requirement | No residency or nationality requirement for directors |
| Registered office | Dutch business address required; PO boxes not accepted |
| Key tax registrations | Corporate income tax, VAT number and VAT ID (issued after notary registration), payroll taxes if employing |
| Recurring compliance | Annual accounts filed with KvK, corporate income tax return, VAT returns, UBO and register updates |
| Typical setup timeline (indicative) | Often one to a few weeks once notary due diligence is complete; banking can take longer |
Indicative only. Rules, filings, fees, ownership restrictions and timelines vary and change — confirm the current position before acting.
BV, branch or something else: what fits a foreign business?
The besloten vennootschap (BV) is the standard Dutch vehicle for subsidiaries, holding companies and startups. It has legal personality, limited liability and flexible share structures (including non-voting or non-profit-sharing shares), and can be wholly owned by a foreign individual or company.
The main alternative is registering a branch (nevenvestiging) of the foreign company with the KvK. A branch is simpler to establish but leaves the parent liable and can complicate Dutch tax and payroll administration. For groups wanting an EU holding or headquarters company, the BV is almost always the vehicle used, often in combination with the Dutch participation exemption for qualifying shareholdings.
Step-by-step: incorporating a BV through a Dutch notary
- Engage a civil-law notary and agree the articles of association, share classes and first managing directors.
- Complete the notary's client due diligence: identification of every founder, director and ultimate beneficial owner, plus ownership charts and sometimes source-of-funds information.
- Arrange signature: founders sign in person at the notary, or grant a power of attorney (often notarized and apostilled abroad) so a notary employee can sign on their behalf.
- Confirm the Dutch business address — the company needs one to register, and a PO box is not accepted.
- Execute the deed of incorporation. The BV exists from this moment.
- The notary registers the BV in the KvK Business Register, including UBO details, and the registration is passed to the Tax Administration.
- Receive the KvK number and RSIN, followed by the VAT number and VAT identification number from the Tax Administration.
- Set up payroll tax registration if staff will be employed, open a bank account and fund the share capital.
Documents from individual and corporate shareholders
- Individuals: valid passport, proof of residential address and, if signing by power of attorney, the notarized and apostilled power. Notaries frequently ask for legalized copies of passports where founders cannot attend in person.
- Corporate shareholders: a recent extract from the foreign company register, articles of association, a list of directors, a board resolution approving the incorporation and authorizing the signatory, and an ownership structure chart down to the UBOs. Documents from Apostille Convention countries generally need an apostille; others need legalization.
Documents not in Dutch or English may need certified translations. Starting the notary's due diligence before the deed draft is finalized is usually what keeps a Dutch incorporation on schedule.
Tax registrations and ongoing compliance
- Corporate income tax (vennootschapsbelasting): a lower rate applies to profits up to a band and a higher rate above it; the BV files an annual return.
- VAT (btw): the Tax Administration issues a VAT number and a separate VAT identification number for EU transactions. VAT returns are usually quarterly.
- Payroll taxes (loonheffingen): registration as an employer before paying salaries. Directors who are also substantial shareholders and on Dutch payroll are subject to customary-salary rules.
Corporate obligations include preparing annual accounts, adopting them at the shareholders' meeting and filing them with the KvK — generally no later than 12 months after the financial year-end. Changes to directors, address or UBOs must be updated in the Business Register. Larger BVs also need a statutory audit.
Banking and practical realities
Dutch banks are subject to strict anti-money-laundering supervision and can be cautious with BVs whose directors and owners are all outside the Netherlands. Expect detailed questions on the business model, customers, countries involved, expected payment flows and the UBOs. Some banks require directors to visit in person. Having a genuine Dutch address, a clear explanation of why the business needs a Dutch entity, and a complete UBO structure helps, but onboarding times and decisions vary between banks. Many foreign-owned BVs start with an EU payment account while a traditional bank relationship is pursued.
Is the Netherlands the right destination for your business?
The Netherlands suits EU holding companies, logistics and distribution hubs (with Rotterdam and Schiphol nearby), technology companies and EMEA headquarters. Its strengths are a flexible company law, an extensive treaty network and an English-speaking business culture; the trade-offs are notarial formalities and bank caution toward businesses without Dutch substance.
Compared with Germany, a Dutch BV needs almost no minimum capital and is usually quicker to form. Compared with Ireland, the Netherlands requires a notary but has no EEA-resident director rule.
Common mistakes to avoid
- Assuming a BV can be formed online without a notary.
- Sending passports and parent documents without the apostilles or legalizations the notary requires.
- Using a mailbox or PO box address that does not meet the business address requirements.
- Leaving UBOs above a holding company unidentified, which stalls both the notary and the bank.
- Forgetting to register for payroll taxes before paying a director's salary.
- Filing annual accounts with the KvK late, which can create director liability exposure in insolvency.
Documents and records to prepare
- Passport and proof of address for each founder, director and UBO
- Notarized and apostilled power of attorney if founders will not sign in the Netherlands
- Dutch business address details (lease or service agreement)
- Draft articles of association, share structure and initial directors
- For a corporate shareholder: recent commercial register extract, articles, director list and authorizing board resolution, apostilled or legalized
- UBO structure chart and, where requested, source-of-funds information
NYBACS 360° support
How NYBACS helps
- Compares a Dutch BV with German, Irish and other EU options for your holding, logistics or EMEA plans.
- Coordinates the Dutch notary, articles and UBO due diligence through local partners, and prepares apostilled document packs.
- Plans KvK, VAT and payroll registrations and the business address so the BV can trade on day one.
- Prepares the bank KYC narrative and calendars annual accounts filing and corporate income tax deadlines.
Frequently Asked Questions
Do I need to travel to the Netherlands to set up a BV?
Not necessarily. Founders can sign a power of attorney abroad, usually notarized and apostilled, so the notary's office can execute the deed. Banks may still ask for an in-person meeting.
Does a BV need a Dutch-resident director?
No. There is no residency or nationality requirement for directors. Where management decisions are actually taken can still matter for tax and treaty purposes.
Is the UBO register public?
Public access to the Dutch UBO register was suspended after a 2022 EU court ruling. Information is still filed and accessible to authorities and certain obliged entities.
How much share capital do I need?
Legally €0.01 is enough. In practice, the capital should reflect the BV's funding needs, and banks or counterparties may expect a meaningful amount.
Does the BV automatically get a VAT number?
Yes, following registration through the notary, the Tax Administration issues a VAT number and a VAT identification number. Additional registrations, such as payroll taxes, are separate.
