Accountants and company formation in the Netherlands

Setting up a company in the Netherlands

To set up a company in the Netherlands from abroad, you can incorporate a private limited company (BV) through a Dutch civil-law notary, who then registers the company, its directors and its beneficial owners with KVK, the Netherlands Chamber of Commerce. An existing foreign company can instead register a branch office in the KVK Business Register. Either way, the business needs real activity in the country and a Dutch business address.

The usual route for a BV, in short:

1. Check your own position: residence permit, Dutch address and where the work will actually happen.
2. Choose the legal form: a BV, a branch of your foreign company, or a sole proprietorship if you move here yourself.
3. Instruct a civil-law notary to draw up the deed of incorporation with the articles of association.
4. Let the notary register the BV, its managing directors and its UBOs with KVK.
5. Register for taxes: VAT (btw), payroll taxes if you hire, and corporate income tax returns each year.
6. Open the bank account and set up bookkeeping that meets the Dutch record-keeping rules.

Who can set up a company in the Netherlands

Nationality is not the test for owning a Dutch company. Presence is. Business.gov.nl, the government’s portal for entrepreneurs, says you must have structural physical business activities in the Netherlands and a business address to start a business there from abroad. A P.O. box does not count as that address.

Living and working in the country is a separate question. Owning a company gives you no right of residence. If you plan to move, check with the IND (Immigration and Naturalisation Service) which permit fits before you sign a lease or hire staff. EU and EEA citizens follow their own free-movement rules; founders from elsewhere usually need one of the permits described further down.

People who register a sole proprietorship themselves also need a private address somewhere. The portal is blunt about it: without a private foreign address, as with many digital nomads, you cannot register yourself.

Choose the legal form: BV, branch or subsidiary

Three structures come up again and again for foreign founders and companies.

The BV is a business structure with legal personality. Its starting capital can be as little as €0.01, paid in cash or in kind. Shareholders decide at the general meeting, and managing directors run the company day to day. A small BV can work with a single managing director.

A branch office is not a legal entity in its own right. It still has to be entered in the Business Register, and it pays Dutch corporate tax and VAT when it forms a permanent establishment, such as a shop, a factory with an office or another workplace. A subsidiary is simply a Dutch company, usually a BV, owned by the foreign parent.

The public limited company (NV) also exists, mostly for larger or listed businesses. It has its own capital and governance rules, so ask a notary before choosing it.

Step 1: Get the Dutch address and the paperwork ready

Before you contact a notary, settle three things.

• The business address. A lease, rental or purchase contract for premises in the Netherlands. KVK asks for it when it registers an establishment, and banks will ask too.
• Identification. Passports for every director and shareholder. Notaries must identify the people involved, and they apply customer due diligence checks, so expect questions about the source of the capital and about who ultimately controls the company.
• Corporate documents for a foreign shareholder. When the shareholder is a company, the notary needs its current extract from the home register, its articles and a resolution naming the person who signs. KVK’s own rule for foreign companies is a useful benchmark: the proof of registration must be no more than 1 month old, and documents are accepted in Dutch, German, English or French.

Founders who register a sole proprietorship from abroad send a legalised copy of their ID and a legalised civil status extract instead. That extract is valid for one month only, so order it last.

Step 2: Incorporate the BV through a civil-law notary

A BV exists from the moment the notary executes the deed of incorporation. The deed includes the articles of association: the company’s name, seat, share capital and the rules for shares, directors and the shareholders’ meeting.

Ask the notary early whether you need to attend the signing or can sign a power of attorney abroad instead, and what legalisation it needs on your signature. Collecting a legalisation or apostille in your home country can take longer than the Dutch side of the work.

KVK puts notary costs at between €500 and €1,500, depending on the notary. That is the notary’s fee for a standard BV; it excludes the adviser who prepares your structure, translations and any work on a foreign holding company.

Step 3: Registration in the KVK Business Register and the UBO register

For a BV, the notary does the registration work. The notary registers your BV and all managing directors with KVK’s Business Register, and also registers the BV’s ultimate beneficial owners in the UBO register that KVK keeps. You do not need a separate KVK appointment.

KVK charges a one-off registration fee of €85.15 for a first registration in the Business Register. The amount is updated every year. After registration the company has a KVK number, which you will need for the bank, the tax office and your invoices.

A foreign company opening a branch registers it directly. It files KVK Form 6 for the non-resident company, Form 11 for each official and Form 13 if there is an authorised representative, together with the deed of incorporation, the articles and the recent proof of registration. You book an appointment, KVK checks the file, and you receive notice by post once the entry is made.

Step 4: Register for VAT, payroll taxes and corporate income tax

When a notary forms a BV, the notary also handles its registration with the Tax Administration (Belastingdienst). The Tax Administration then writes to the company, and the VAT number appears once you log in to its online services.

Three registrations matter in the first months:

• VAT (btw). The BV usually files VAT returns every quarter. Rates are covered in the tax section below.
• Payroll taxes. Before you can hire staff, you register as an employer and receive a payroll tax number. Payroll taxes cover wage tax, national insurance and social security contributions, and the employer’s health care insurance contribution.
• Corporate income tax. There is no separate application, but the BV files a return every year.

A company abroad that only sells services in the Netherlands without an establishment follows another route. It registers for VAT with the Tax Administration using the application form for foreign entrepreneurs, through the International Office (Kantoor Buitenland). In many business-to-business sales the VAT is reverse-charged to the Dutch customer, and the invoice says so.

Step 5: Open a bank account and set up the books

Dutch banks open accounts once the company is in the Business Register. Expect them to ask for the KVK extract, the notarial deed, the identity of the directors and UBOs, and an explanation of the business and its money flows. Non-resident directors with no Dutch link can face longer checks, which is one reason founders use a local accountant or corporate service provider.

From day one, keep proper records. The law requires you to keep records for at least 7 years, and data about real estate for 10 years.

How a Dutch company is taxed

A BV pays corporate income tax (vennootschapsbelasting) on its profits. The Belastingdienst lists two rates for 2023 to 2026:

The VAT rates are 21% (the general rate), 9% for a list of goods and services, and 0% for certain supplies to other countries. Since 1 January 2026, overnight accommodation is charged at 21%.

A director who is also a major shareholder needs a salary. The Tax Administration will not accept an excessively low or zero salary, so plan it with your accountant.

Hiring from abroad brings in the 30% ruling. An employer may pay a recruited expert a fixed allowance for extra costs under the expat scheme for up to 5 years, if the employee has scarce expertise, lived more than 150 kilometres from the Dutch border for more than 16 of the 24 months before starting, and earns at least the salary norm. The maximum drops from 30% to 27% on 1 January 2027, and the Tax Administration must approve each case.

Residence permits for founders from outside the EU

The IND offers two routes for entrepreneurs.

• Self-employed person. The business must be of essential interest to the Dutch economy. The Netherlands Enterprise Agency (RVO) scores your experience, the business plan and the added value, with at least 30 points needed in each area. The permit lasts up to 2 years and the application costs €423.
• Start-up. You work with a recognised facilitator on an innovative product or service. The start-up permit is valid for 1 year and cannot be extended; afterwards you can apply as a self-employed person.

US and Japanese nationals have their own route under the Dutch-American Friendship Treaty (DAFT) and the Dutch-Japanese trade treaty. It replaces the points test with an investment requirement, which the IND puts at €4,500 for most business forms.

Keep the company in good standing

A Dutch BV has a steady calendar once it trades.

• Annual accounts. File the annual report and financial statements with KVK, within 8 days of adopting them and at the latest 12 months after the financial year ends.
• Corporate income tax return. For a calendar financial year, file before 1 June of each year, unless your adviser arranges an extension.
• VAT and payroll returns. File for every period, including periods with no turnover.
• Changes. Report new directors, a new address or new UBOs to KVK.

A branch has a lighter load at KVK: it files the foreign parent’s financial statements, not its own.

Common mistakes foreign founders make

• No real presence. A mailbox address does not meet the address rule, and banks and the tax office look for substance too.
• Documents ordered too early. Extracts valid for one month expire while the notary file is still open.
• Assuming the company brings a visa. It does not; the IND decides on residence separately.
• Forgetting the director’s salary. A director-shareholder who works for the BV cannot simply pay themselves nothing.
• Using an unlicensed provider for trust services. Acting as director of your company or providing an address with administration are trust services, and in the Netherlands they require a licence from DNB, the central bank.

Finding help to set up a company in the Netherlands

Accountanty lists 117 accounting firms, corporate service providers and law firms in the Netherlands, 110 of them focused on foreign clients, and 50 offer company formation. Most are in Amsterdam, with more in Rotterdam and The Hague. English is offered by 97 of them and German by 14.

For how to choose a formation provider and what a quote should cover, see company formation in the Netherlands. After incorporation, the firms listed for VAT, payroll and residency and visas handle the recurring work. To compare offers, send one free quote request and Accountanty forwards it to suitable firms, so you can set up a company in the Netherlands with a clear view of fees and next steps.