Public Limited Company (NV)
Naamloze Vennootschap
Création d'entreprise en Netherlands
The NV is best suited for: Companies planning a public listing on Euronext Amsterdam, Large holding companies requiring share transferability, Joint ventures between institutional partners, Companies seeking to issue bearer shares or depositary receipts. Taxed identically to a BV. Corporate income tax at 19% on the first €200,000 and 25.8% above. The participation exemption, Innovation Box, and treaty benefits all apply. NVs are commonly used as the top-level holding company in listed structures, with BV subsidiaries below. The same conditional withholding tax on interest and royalties to low-tax jurisdictions applies.
- Companies planning a public listing on Euronext Amsterdam
- Large holding companies requiring share transferability
- Joint ventures between institutional partners
- Companies seeking to issue bearer shares or depositary receipts
Faits essentiels
Processus de constitution étape par étape
Prepare articles of association
Draft comprehensive articles of association (statuten) in Dutch with a civil-law notary. NV articles are more complex than BV articles, covering share classes, transferability, board structure, and meeting procedures.
Obtain a bank statement confirming capital deposit
Deposit the minimum share capital of €45,000 into a designated bank account. The bank issues a statement confirming the deposit, which the notary requires before executing the deed.
Execute the notarial deed of incorporation
Sign the deed of incorporation before the civil-law notary. The deed must include the full articles of association and confirmation of capital payment.
Register with the KvK
File the incorporation with the Dutch Trade Register. The NV is legally formed upon execution of the notarial deed, but registration makes it publicly effective.
Appoint auditor (if required)
NVs that exceed size thresholds must appoint an external auditor. Even below thresholds, many NVs appoint auditors voluntarily for investor confidence.
Register for tax and open bank account
Register with the Belastingdienst for corporate tax, VAT, and payroll tax. Open a corporate bank account — banks are generally more receptive to NVs than single-director BVs.
Documents requis
- Notarial deed of incorporation
- Articles of association (statuten) in Dutch
- Bank statement confirming €45,000 capital deposit
- Passport or national ID of all founders and directors
- Proof of address for all founders and directors
- UBO declaration
- Auditor appointment letter (if applicable)
Aperçu des coûts
Traitement fiscal
Taxed identically to a BV. Corporate income tax at 19% on the first €200,000 and 25.8% above. The participation exemption, Innovation Box, and treaty benefits all apply. NVs are commonly used as the top-level holding company in listed structures, with BV subsidiaries below. The same conditional withholding tax on interest and royalties to low-tax jurisdictions applies.
Avantages et inconvénients
- Shares are freely transferable — suitable for public offerings and stock exchange listings
- Widely recognised internationally as a credible corporate vehicle
- Can issue different classes of shares with varying rights
- Participation exemption applies identically to BV holdings
- Euronext Amsterdam is a major European exchange with deep liquidity
- €45,000 minimum capital must be fully paid up at incorporation
- Mandatory audit requirements above certain thresholds
- More complex governance requirements — supervisory board may be required for large NVs
- Higher formation and ongoing compliance costs
- Annual accounts are publicly filed with the KvK
- Overkill for most startups and SMEs — the BV is almost always the better choice
Autres structures en Netherlands
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CommencerThis content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.