How to Set Up a Company in the Netherlands as a Non-Resident (2026 Guide)

Why the Netherlands?

The Netherlands is not just a gateway to Europe — it is the most sophisticated EU jurisdiction for international company structures. Over 2,300 multinational groups use the Netherlands as their European headquarters, drawn by the participation exemption (dividends and capital gains from subsidiaries are tax-free), a 40-year tax treaty network covering 90+ countries, and a stable legal environment based on Dutch civil law.

For non-residents, the BV (private limited company) is the standard vehicle. It offers full limited liability, a single-shareholder option, no minimum capital requirement in practice (€0.01 is the legal minimum), and full access to EU markets.

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What You Need Before You Start

• Valid passport (notarised copy required)
• Proof of residential address (utility bill or bank statement, apostilled if outside EU)
• Dutch notary — formation requires a deed of incorporation executed by a Dutch civil-law notary (civil law system, unlike UK/US)
• Dutch registered address — required for the BV; most formation agents include this
• BSN (Citizen Service Number) — if you plan to become a director personally. For non-residents who will not physically live in the Netherlands, a nominee director or appointing the formation agent as initial director is common
• UBO Register details — Ultimate Beneficial Ownership registration is mandatory

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Step 1: Engage a Dutch Formation Agent or Notary (Week 1)

Unlike the UK, you cannot self-file a Dutch BV at an online portal. Formation requires a notarial deed. Costs for notary services: €300–800 depending on complexity. Most international founders use a corporate service provider who arranges the notary and handles all Dutch-language documentation on their behalf.

Recommended approach: use an English-language corporate service provider in Amsterdam or Rotterdam that can handle the full process remotely. Budget: €800–2,000 for the complete setup including notary, registered address Year 1, and filing with the Dutch Commercial Register (Kamer van Koophandel / KvK).

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Step 2: Reserve and Approve Your Company Name (Days 1–3)

• The notary performs a name check at the KvK. Your name must:
• Not be identical or confusingly similar to existing registrations
• End with "B.V." or "BV"
• Not contain restricted words (bank, insurance, royal, etc.) without authorisation

Unlike Companies House, there is no online self-service name availability tool that is fully reliable — your notary or agent will confirm availability.

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Step 3: Draft the Articles of Association (Statuten) (Days 3–7)

• The Articles of Association must be written in Dutch and must contain:
• Company name and registered office
• Purpose/objects of the company
• Share capital and share structure
• Rules on transfer of shares
• Director appointment/removal rules
• Profit distribution rules

Your notary prepares these based on instructions. Standard articles for a single-founder consulting/holding BV cost €300–500 extra to customise; template articles are included in most service packages.

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Step 4: Execute the Deed of Incorporation (Days 7–10)

The notary executes the deed. If you are present in the Netherlands, you sign in person. If not (most common for non-residents), you grant power of attorney to the notary or agent, who signs on your behalf. The power of attorney must be notarised and apostilled in your country of residence.

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Step 5: Register at the KvK (Same Day as Deed)

The notary registers the BV at the Kamer van Koophandel (Chamber of Commerce). You receive a KvK number immediately. This is your company registration number — equivalent to a UK Companies House number.

• The BV is now legally formed. You receive:
• KvK extract (official registration document)
• RSIN (tax number)
• Articles of Association

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Step 6: Register for Dutch Taxes (Days 10–21)

• The KvK automatically notifies the Dutch Tax Authority (Belastingdienst). You will receive correspondence at your registered address covering:
• Vennootschapsbelasting (VPB): Corporate Income Tax — 19% on first €200,000 profit; 25.8% above
• BTW (VAT): Dutch VAT — 21% standard rate. Register immediately if you will supply goods/services in the Netherlands or to Dutch consumers
• Dividend withholding tax: 15% on dividends to shareholders (reducible by treaty — many EU holding structures use Netherlands specifically because the participation exemption eliminates this at the parent level)

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Step 7: Open a Business Bank Account (Days 10–30)

• Major Dutch banks (ING, Rabobank, ABN AMRO) require in-person KYC for non-residents and have become notoriously slow. Realistic alternatives for non-residents:
• Wise Business — opens in 2–5 days, multi-currency, fully functional for EU payments
• Bunq Business — Dutch digital bank, EU IBAN, fast onboarding for EU-registered companies
• Revolut Business — works for most nationalities, good for multi-currency operations
• NIBC / Knab — Dutch online banks that are more accessible than the Big Four for SME accounts

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Step 8: Register at UBO Register (Within 1 Year of Formation, ideally Day 1)

• All Dutch BVs must register their Ultimate Beneficial Owners at the KvK's UBO Register. A UBO is any person who:
• Owns 25%+ of shares
• Controls 25%+ of voting rights
• Has the right to appoint/dismiss the majority of directors
• Otherwise exercises control

Non-compliance: fines up to €900,000. Registration is public for the name and nationality of UBOs (full address details are restricted to authorities).

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Costs Summary

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The Participation Exemption — Why This Matters

The most powerful feature of a Dutch BV for international structures: 100% exemption on dividends and capital gains received from qualifying subsidiaries (generally ≥5% ownership). This means:

• Your Dutch BV holds 100% of a UK Ltd and a Singapore Pte Ltd
• UK Ltd pays dividend to Dutch BV → 0% Dutch tax on receipt (participation exemption applies)
• Singapore Pte Ltd distributes profits to Dutch BV → 0% Dutch tax on receipt
• Dutch BV can accumulate wealth tax-free at the holding level

This is why Amsterdam is home to thousands of international holding structures. The participation exemption, combined with the 90+ country treaty network and zero Dutch withholding tax on outbound dividends under many treaties, makes the Netherlands the EU's premier holding jurisdiction.

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Common Mistakes to Avoid

Using the Netherlands for a simple trading company without substance. The participation exemption and treaty benefits require economic substance. If you form a Dutch BV purely on paper with no real Dutch activity, the Dutch Tax Authority — and your home country's tax authority — may challenge it. You need a genuine registered office, real directors making decisions in the Netherlands, and ideally some Dutch employees or at least regular board meetings in Amsterdam.

Confusing BV with NV. The BV (Besloten Vennootschap) is a private company with share transfer restrictions — the right structure for most SMEs. The NV (Naamloze Vennootschap) is a public company with no transfer restrictions — used for listed companies or when you need to issue shares freely. For 95% of international founders, it's a BV.

Missing the substance requirements for the participation exemption. The subsidiary must be genuinely active (not a passive shell), and the parent Dutch BV must have a minimum 5% shareholding. Most issues arise with the "subject-to-tax" requirement — the subsidiary must be subject to a genuine tax in its country. Zero-tax offshore entities may not qualify.

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Annual Compliance Requirements

• Annual accounts: Filed with KvK within 12 months of financial year end (most SMEs qualify for simplified small-company accounts)
• Corporate tax return (VPB): Filed with Belastingdienst — typically by June 1 of the following year (extensions available via tax advisor)
• VAT returns: Monthly or quarterly, depending on turnover
• UBO Register: Update within 7 days of any change in beneficial ownership
• Board resolutions: Keep minutes of key decisions

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FAQs

Do I need to live in or visit the Netherlands to form a Dutch BV? No. The entire process can be completed remotely via power of attorney. You will not need to visit the Netherlands for incorporation, though in-person bank account opening at major Dutch banks typically requires a visit.

Does a Dutch BV need a Dutch director? No legal requirement for a Dutch-resident director. However, for substance purposes (especially for holding companies using the participation exemption), having at least one Dutch-resident director who actively participates in management decisions strengthens your position. Using a nominee director service is legal but must be structured carefully.

What is the difference between a Dutch BV and a UK Ltd? Both are private limited companies with separate legal personality and limited liability. Key differences: Dutch BV requires a notary for formation (more expensive), Dutch corporate tax starts at 19% (vs UK's 25%), the participation exemption in the Netherlands is arguably more powerful than the UK's equivalent, and the Dutch treaty network is broader for dividend flows.

Can a Dutch BV be the parent of a UK Ltd after Brexit? Yes. Brexit did not affect the validity of Dutch-UK corporate structures. The Netherlands-UK double tax treaty continues to apply, and the UK-Netherlands withholding tax on dividends is 0% for qualifying corporate shareholders.

How long does it take to form a Dutch BV? 3–10 business days once all documents are received by your notary or agent. Delays typically arise from apostille requirements for foreign documents.