Private Limited Company (BV)
Besloten Vennootschap
Company formation in Netherlands
The BV is best suited for: International holding structures using the participation exemption, Multi-entity groups with subsidiaries across Europe, IP licensing and royalty structures, Foreign founders seeking an EU operating company, Trading companies with significant cross-border revenue. The Dutch BV pays corporate income tax at 19% on the first €200,000 of taxable profit and 25.8% on profits above that threshold. The participation exemption is the defining feature: dividends received from qualifying subsidiaries (5%+ shareholding, not primarily holding passive investments, subject to reasonable tax) are 100% exempt from Dutch corporate tax, and capital gains on qualifying shareholdings are similarly exempt. The Innovation Box regime offers a 9% effective rate on profits attributable to qualifying innovative activities (patents, R&D). Standard dividend withholding tax is 15%, but this is reduced to 0% under the EU Parent-Subsidiary Directive for qualifying EU parent companies and to lower rates under many tax treaties. Since 2021, a conditional withholding tax applies to interest and royalty payments made to entities in low-tax jurisdictions or non-cooperative jurisdictions.
- International holding structures using the participation exemption
- Multi-entity groups with subsidiaries across Europe
- IP licensing and royalty structures
- Foreign founders seeking an EU operating company
- Trading companies with significant cross-border revenue
Key Facts
Step-by-Step Formation Process
Prepare incorporation documents
Draft the articles of association (statuten) in Dutch. These must be prepared by or in coordination with a Dutch civil-law notary (notaris). The articles define share structure, governance rules, director appointment procedures, and profit distribution.
Identity verification and compliance
The notary performs KYC and anti-money-laundering checks on all founders, directors, and ultimate beneficial owners. For non-residents, this typically requires apostilled identification documents and proof of address.
Execute the notarial deed of incorporation
The founders sign the deed of incorporation before the notary. Non-residents can sign via power of attorney if they cannot attend in person. The notary authenticates the deed and retains the original.
Register with the Chamber of Commerce (KvK)
The notary files the incorporation with the Dutch Trade Register (Handelsregister) at the KvK. The company receives a KvK number and an RSIN (tax identification number) upon registration.
Register for tax with the Belastingdienst
Register the company for corporate income tax (vennootschapsbelasting), VAT (BTW), and payroll tax if hiring employees. The Dutch Tax Authority typically processes registrations within 2–4 weeks.
Open a corporate bank account
Apply for a Dutch business bank account with a traditional bank (ING, ABN AMRO, Rabobank) or a fintech provider (Bunq, Revolut Business). Dutch banks conduct thorough due diligence, especially for non-resident directors.
Required Documents
- Notarial deed of incorporation (akte van oprichting)
- Articles of association (statuten) in Dutch
- Passport or national ID of all founders and directors
- Proof of address for all founders and directors (less than 3 months old)
- UBO (Ultimate Beneficial Owner) declaration
- Power of attorney if signing remotely (apostilled)
- Proof of registered office address in the Netherlands
Cost Overview
Tax Treatment
The Dutch BV pays corporate income tax at 19% on the first €200,000 of taxable profit and 25.8% on profits above that threshold. The participation exemption is the defining feature: dividends received from qualifying subsidiaries (5%+ shareholding, not primarily holding passive investments, subject to reasonable tax) are 100% exempt from Dutch corporate tax, and capital gains on qualifying shareholdings are similarly exempt. The Innovation Box regime offers a 9% effective rate on profits attributable to qualifying innovative activities (patents, R&D). Standard dividend withholding tax is 15%, but this is reduced to 0% under the EU Parent-Subsidiary Directive for qualifying EU parent companies and to lower rates under many tax treaties. Since 2021, a conditional withholding tax applies to interest and royalty payments made to entities in low-tax jurisdictions or non-cooperative jurisdictions.
Pros & Cons
- No meaningful minimum capital requirement since the 2012 Flex BV reform
- Participation exemption provides 100% tax exemption on qualifying dividends and capital gains
- Extensive treaty network (100+ treaties) reduces withholding taxes on cross-border payments
- Highly respected jurisdiction — Dutch BVs are widely accepted by banks, investors, and counterparties
- Flexible governance — single director, single shareholder, no supervisory board requirement for SMEs
- EU Parent-Subsidiary Directive eliminates withholding on intra-EU dividends
- Strong IP regime with an Innovation Box offering a 9% effective rate on qualifying IP profits
- English widely spoken in business — most professional services available in English
- Notarial deed requirement adds 1–2 weeks and €500–2,000 to the formation process
- Articles of association must be in Dutch (even if your business operates in English)
- Banking due diligence for non-resident directors can take 4–6 weeks
- Annual accounts must be filed with the KvK (public) — limited exemptions for small companies
- Transfer pricing documentation required for intercompany transactions
- Conditional withholding tax on interest and royalties to low-tax jurisdictions (since 2021)
Other Structures in Netherlands
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Get StartedThis 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.