Incorporation procedures and corporate requirements for Dutch B.V. and N.V. companies used in international business and holding structures.
Dutch companies operate under the Dutch Civil Code (Burgerlijk Wetboek) and are registered in the Commercial Register (Handelsregister) maintained by the Kamer van Koophandel (KVK). Foreign investors most commonly establish a Besloten Vennootschap (B.V.), the private limited liability company — widely used as an operational holding entity coordinating subsidiaries across several jurisdictions.
For larger corporate structures or publicly traded companies, the Naamloze Vennootschap (N.V.) may be used — typically for companies listed on exchanges such as Euronext Amsterdam. Incorporation involves a notarial deed (notariële oprichtingsakte) before a Dutch civil-law notary and registration in the commercial register.
| Parameter | B.V. (Besloten V.) | N.V. (Naamloze V.) |
|---|---|---|
| Legal status | Private limited company | Public limited company |
| Governing legislation | Dutch Civil Code (Burgerlijk Wetboek), Book 2 | |
| Minimum share capital | EUR 0.01 | EUR 45,000 |
| Share transfer | Restricted, approval clauses | Freely transferable |
| Public listing | Not permitted | May be listed on exchanges |
| Typical use | Holding, acquisition vehicles, subsidiaries | Listed companies, large groups |
| Supervisory board | Optional | Common in large companies |
| Use in intl structures | Widely used | Less common |
Verify the name in the Handelsregister; determine shareholders and directors.
Draft the statuten — governance, share capital and corporate purpose.
Execute the notariële oprichtingsakte before a Dutch civil-law notary.
Register in the commercial register and obtain the KVK number.
Obtain a BTW-nummer if the company conducts taxable activities.
Open a corporate bank account and deposit share capital.
Maintain a statutaire zetel located in the Netherlands.
File annual accounts with the commercial register.
Dutch companies are subject to corporate income tax (vennootschapsbelasting) administered by the Belastingdienst. A key feature is the participation exemption (deelnemingsvrijstelling), which generally exempts qualifying dividend income and capital gains from subsidiaries from Dutch corporate income tax.
Combined with one of the most extensive treaty networks worldwide, this allows Dutch companies to act as intermediate holding entities within multinational structures. See the Netherlands corporate tax guide for detail.
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