Will your Dutch B.V. pass a substance check?
A Dutch B.V. without real management in the Netherlands can lose its treaty rates, its 0% withholding under the EU directives, and its bank account. Tick what your company has today and see your score, your gaps and how to close them.
Free first call. We arrange directors, office and board meetings through licensed providers.
What is your substance score?
Choose what the company does, then tick what it has. The score and the list of gaps update as you go.
1. What does the company do?
2. What does it have today?
A self-check, not a legal opinion. Tax offices look at the whole picture, and the weight of each point depends on what the company does. We review your actual set-up on a call.
Weak substance costs you four things
Treaty rates
Foreign tax offices can refuse reduced withholding if the Dutch B.V. is not the real beneficial owner (Principal Purpose Test).
0% under EU directives
Dividend and interest exemptions under the Parent-Subsidiary and Interest-Royalties Directives need a genuine EU company.
Tax residence
If the board really decides elsewhere, another country can treat the company as its own tax resident.
Your bank account
Banks ask who decides and where. A company with no answer is refused or closed.
How much substance does your B.V. need?
The Dutch tax office has long used a substance checklist for holdings and financing companies. The more the company does, the more people and office it needs.
A signature in the Netherlands is not a decision in the Netherlands
Tax offices and banks read the minutes, the emails and the travel records. If every decision arrives pre-signed from abroad, the Dutch board is decoration and the structure is exposed.
We set up the governance so that it works in practice: qualified resident directors who review and decide, meetings with real agendas, and records that show it.
Substance that stands up to a review
One adviser handles the directors, office, meetings and books. The fee is fixed before we start.
- ✓
Substance review
Your current set-up checked against what the company does.
- ✓
Resident directors
Qualified Dutch directors through licensed providers.
- ✓
Registered office
A Dutch address with a licensed trust office, or a dedicated desk.
- ✓
Board meetings
Agendas, meetings in the Netherlands and proper minutes.
- ✓
Accounting and books
Kept in the Netherlands by a local accountant.
- ✓
Tax residence certificate
Requested from the Dutch tax office when you need it.
- ✓
Bank file
Governance documents banks ask for at onboarding and review.
- ✓
Yearly check
A short review each year as your group changes.
Who needs a substance review
A good fit if
- ✓
Your B.V. receives dividends or interest from abroad
That is where foreign tax offices check beneficial ownership.
- ✓
Your directors or owners live outside the Netherlands
Decisions made abroad are the most common weak point.
- ✓
Your bank has asked governance questions
Banks review substance at onboarding and every few years.
Probably not for you if
- ✕
The company is dormant
Close it or use it; substance for an empty shell rarely pays.
- ✕
You want a nominee to sign what you send
We do not provide sham directors, and it would not protect you.
- ✕
The business is really run elsewhere
A company in that country may be the honest answer.
Is there a legal minimum for substance in the Netherlands?+
There is no single statutory checklist for every B.V. The tax office uses a substance list for holdings and financing companies: at least half of the board in the Netherlands, decisions and books there, a Dutch bank account, and for rulings EUR 100,000 of salary costs and an own office for 24 months.
How many Dutch directors do I need?+
At least half of the board should live in the Netherlands and be qualified for the role. The right number depends on the size and activity of the company.
Is a registered address enough?+
For a pure holding it is a starting point, together with a Dutch board and local books. Financing, IP and trading companies usually need their own office and people.
What happens if the B.V. lacks substance?+
Foreign tax offices can refuse treaty rates and directive exemptions, and the Dutch tax office can inform them spontaneously. Banks may close the account.
How quickly can you fix weak substance?+
Directors, address and the first board meeting are usually in place within a few weeks. We start with a review of your current set-up.