Company formation in the Netherlands

Company formation in the Netherlands: who does what

Only one party can incorporate a Dutch BV: a civil-law notary (notaris). The notary draws up the document for the incorporation and then records the BV, its managing directors and its ultimate beneficial owners with KVK. Everything around that deed is open to other advisers.

Party	Role in a formation
Civil-law notary	Checks identities, executes the deed of incorporation, files the registrations with KVK
KVK (Chamber of Commerce)	Keeps the Business Register and the UBO register, issues the KVK number
Belastingdienst	Issues the VAT number and, when you hire, the payroll tax number
Accountant or corporate service provider	Advises on the structure, prepares the notary’s file, handles tax registrations, books and returns
Trust office (licensed by DNB)	Needed only if someone else acts as director or provides your address together with administration

A provider that says it “registers your BV in a few clicks” is describing the work it coordinates, not a filing it makes itself. Ask which notary it uses and whether you will see the draft deed before signing.

What a formation provider handles

A complete engagement starts with the structure question and ends when the company can invoice, pay staff and file returns. Expect these tasks:

• Structure advice: a BV, a Dutch branch of your foreign company, or a holding BV above an operating BV, and how the choice affects tax and liability.
• Articles of association: the share classes, the number of directors and any approval rights you want written in.
• Notary file: collecting passports, the address contract and any foreign corporate documents, and arranging translation or legalisation.
• Post-incorporation registrations: checking that the VAT number has arrived, registering as an employer before the first hire, and setting up the online access the company needs for tax filings.
• Bank introduction: preparing the information pack that Dutch banks ask for when they review a new company with foreign owners.
• First-year compliance: a calendar for VAT, payroll and the annual accounts, and the salary question for a director who also owns shares.

For an existing foreign company opening a branch, the work is different. There is no notary deed; the provider prepares the KVK forms for a foreign company, gathers the parent’s registration proof and articles, and books the KVK appointment.

Which kind of firm fits your formation

Of the 50 firms on Accountanty that offer company formation in the Netherlands, 27 are accounting firms, 21 are corporate service providers and 2 are law firms. Most of them are small: 37 small firms, 8 medium-sized firms and 5 firms in large networks.

• Accounting firms suit founders who want the same team for the books and the returns after incorporation. Of the 50, 47 also offer accounting and 48 tax compliance.
• Corporate service providers suit structures with several entities, a foreign parent, or a need for a local director or registered office. Check their DNB licence for those services.
• Law firms suit deals with shareholders’ agreements, investors or regulated activities, where the articles need more than the standard form.

None of these replaces the notary. They prepare the work and stay with you afterwards.

What the provider needs from you

Have these ready before the first call and the quote will be more precise:

• A short description of the business: what you sell, to whom, where the work happens and whether you will hire in the Netherlands.
• Shareholders and directors: full names, passports and home addresses, and for each company shareholder its register extract, articles and an ownership chart up to the natural persons.
• The Dutch address: a lease or other contract for the premises, since the company needs a real business address.
• Source of funds: where the share capital and first working capital come from. Notaries and banks carry out customer due diligence and will ask.
• Residence plans: whether any founder will move to the Netherlands, which decides whether the provider also has to plan an IND application.

Foreign documents often need legalisation or an apostille. KVK accepts foreign company proof that is no more than 1 month old, so ask the provider to tell you when to order each extract.

How to read a company formation quote

Ask for the quote in three blocks, so you can compare offers line by line.

Official charges and the notary

• KVK registration fee: a one-off €85.15 for a first entry in the Business Register, updated every year.
• Notary’s fee: KVK puts notary costs for a BV between €500 and €1,500, depending on the notary. Ask whether the quote includes it or whether the notary bills you directly.
• Translations and legalisation: often charged at cost, and sometimes paid abroad before the Dutch work starts.

The provider’s own fee

This covers the structure advice, preparing the notary file, coordinating the signing and the tax registrations. Ask what is excluded: a holding structure, non-standard articles, extra shareholders and changes after the draft deed are typical extras.

Recurring costs

Formation is a one-off; running the company is not. A useful quote also prices the first year:

• bookkeeping and the quarterly VAT returns that a BV usually files every quarter;
• payroll once staff or a director’s salary start;
• the annual financial statements filed with KVK and the corporate income tax return;
• a registered address or local director, if you need them.

Accountanty’s quote request is free, and the firms that answer set their own fees.

Credentials worth checking

Several kinds of authorisation matter in a Dutch formation.

• DNB trust office licence (Wtt 2018). In the Netherlands, providing trust services without a licence from DNB is not permitted. DNB’s list of trust services includes acting as director of a company and providing an address combined with other work such as record-keeping. If a provider offers either, ask for its licence and check it with DNB.
• The notary. Confirm that the deed is executed by a Dutch civil-law notary, and get the notary’s name before you sign anything.
• Professional bodies. Some firms on Accountanty state membership of the Dutch Association of Tax Advisers (NOB), the Register Belastingadviseurs (RB) or the NBA, the professional body for accountants. Ask which person on your file holds the qualification.
• Audit licence. Relevant only if your company’s accounts must be audited, which depends on its size; ask your adviser where your company stands.

Questions to ask before you sign

• Which notary will execute the deed, and will I see the draft first?
• Can I sign through a power of attorney from abroad, and what legalisation does the notary need?
• Is the notary’s fee in your quote, and is the KVK fee?
• Who registers the company as an employer, and when?
• Will you handle the first VAT returns, or only the formation?
• Do any of your services count as trust services, and do you hold a DNB licence for them?
• Who is my contact after incorporation, and in which languages can they work?

On language, English is offered by 36 of the 50 formation firms listed and Dutch by 35; a few also work in Russian, German, Polish, Spanish or French.

Services you will need after incorporation

A new BV moves straight into recurring work. Many founders keep the same provider for it, or add a specialist:

• accounting and tax compliance for the books, the annual accounts and the corporate income tax return;
• VAT for the periodic returns and cross-border invoices;
• payroll once you register as an employer;
• bank account assistance when the bank’s review needs more documents;
• corporate secretarial work such as shareholder resolutions and changes at KVK;
• a virtual office or registered address, keeping the DNB rules on trust services in mind;
• residency and visas if a founder moves to the Netherlands.

When a foreign group is the shareholder

Formation for a company that already exists abroad has its own checklist. The notary and the bank look through the foreign parent to the people who ultimately own and control it, and those people are recorded as UBOs of the new BV. Expect to supply the parent’s register extract, its articles, a board resolution approving the investment and naming the signatory, and a chart of the ownership chain.

Two questions shape the quote. First, a subsidiary BV or a branch: a branch avoids the notary deed, but the parent stays liable and files its own financial statements with KVK. Second, who will manage the Dutch entity day to day: a director sent from the group, a person hired locally, or a licensed trust office acting as director. Each choice changes the payroll, the bank’s review and the provider’s role, so settle it before the provider prices the work.

Ask the provider to confirm in writing which group documents need legalisation, which need a sworn translation, and who in the group must sign. Plan time for the paperwork at the parent’s end, because the notary cannot fix a signing date until the group file is complete.

Working with a provider from abroad

Much of a Dutch formation can be prepared by e-mail and video call, but plan for the points that need originals. Legalised documents travel by courier, and the bank may want to identify directors itself. Agree at the start who collects the KVK extract, who receives the Tax Administration’s letters at the Dutch address, and how scans reach you.

Time zones matter less than turnaround. Ask the provider how quickly it answers and how it tracks open items, because the notary cannot schedule the deed until the last document arrives.

Warning signs

• No named notary. A provider that cannot tell you which notary will act is selling something it does not control.
• A bundled price with no breakdown. You cannot compare it, and extras appear later.
• Director or address services without a licence. These are trust services under the Wtt 2018.
• Promises about the bank account. Banks decide for themselves; a provider can prepare the file, not guarantee the result.
• Silence on what happens after formation. A BV that misses its VAT or annual accounts deadlines can face penalties and extra assessments.

Making the final choice

Ask two or three firms for a quote on the same brief and compare the notary, the fee blocks and who will run the books in year one. The firms listed for Amsterdam, Rotterdam and The Hague cover most formation work, with 28 of the 50 in Amsterdam. To reach several at once, send one free quote request and Accountanty passes it to suitable firms for company formation in the Netherlands.