Company Incorporation Guide

Netherlands company registration from abroad

Applicable country/region: NL - Netherlands

Published: September 19, 2026Updated: September 26, 2026

Written by our advisory team
Netherlands rules and requirements
Checked against official sources

Guide overview

The decisions to make, in the order they come

Netherlands company registration, for founders abroad or a foreign parent, in practice means forming a BV: the besloten vennootschap, the Dutch private limited company. The process starts with a civil-law notary, and the new Dutch company exists from the notary's deed. The notary registers the BV and its directors in the Dutch business register (Handelsregister) of the Netherlands Chamber of Commerce (KVK). Who ultimately owns it is recorded at the same time. The KVK informs the tax authority. Before the deed, you choose the form, show the notary who owns the BV, and settle the address and holding vehicle. After the deed come the first tax step and the duties that follow registration.

COMPANY TYPES

Subsidiary BV, branch or NV: choosing the legal form

For a foreign parent, the choice of legal form comes down to a subsidiary BV or a branch office. A subsidiary BV is an independent company in the Netherlands, and its shareholders are not personally liable for its acts. A branch has no legal personality and depends fully on the head office, yet it registers at the KVK and in practice brings the same work as a BV. The NV (naamloze vennootschap), the public limited company, lets a business raise capital by issuing shares that can trade on the stock exchange. The Flex-BV Act of 2012 is one reason the BV fits so many uses: it allows shares without votes or full profit rights.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Netherlands BV Basic Information

Ownership:

Consolidated Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Negative

Netherlands BV Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

At least one

Requirements For Directors:

At least one

Legal Representative Not Mandatory:

Positive

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

Netherlands BV Registered Capital Requirement

Minimum Registered Capital Requirement:

1. In practice, no capital deposit is ever required.

Capital Injection Not Required:

Positive

Capital Injection Requirement:

1. The nominal amount is paid when the shares are taken, unless payment is deferred by agreement to a set time or until the company calls it; payment is in cash unless a contribution in kind is agreed.

REQUIRED DOCUMENTS

Why the notary checks who stands behind the company

Under the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wwft), the notary must check every client before the deed of incorporation. That means identifying the shareholders and directors, finding the ultimate beneficial owners (UBOs) and, where a legal entity holds the shares, following the chain to the people behind it. At registration, the notary enters the UBOs in the UBO register, which is closed to the general public. A non-resident founder who does not attend acts through a written power of attorney attached to the deed. Foreign public documents can carry an apostille under the Hague Apostille Convention. So the documents asked of each person serve the notary's due diligence, not the KVK.

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:

Shareholder and director's passport front page scan. May require English notarization Apostille.

Process: Other CertificationFormat: Scan Copy

Power of Attorney:

Power of Attorney (document provided by our company). Requires English notarization + Apostille.

Process: ApostilleFormat: Scan Copy

Proof of Address:

Proof of address can be a water and electricity bill payment receipt. The proof needs to clearly state the individual's name, address, and date. The date should not exceed one month.

Process: Not ApplicableFormat: Scan Copy

Resume:

Provide the English resumes of natural person directors and shareholders.

Process: Not ApplicableFormat: Scan Copy

Legal Entity Shareholders's Required Documents

Proof Of Registration / Business License:

The business license of the holding company requires English notarization + Apostille.

Process: ApostilleFormat: Scan Copy

Company Bylaw:

Articles of association of the holding company.

Process: ApostilleFormat: Scan Copy

Passport:

The legal person of the holding company as well as the scanned copy of the first page of the passport of shareholders holding more than 25% of the shares;

Process: ApostilleFormat: Scan Copy

Power of Attorney:

Power of Attorney (document provided by our company). Requires English notarization + Apostille.

Process: ApostilleFormat: Scan Copy

REQUIREMENTS AND ESTIMATED COST

Netherlands company registration requirements: address and ownership

The address rule starts with the seat, which the articles must place in the Netherlands. The Dutch address used to register your company can be its own registered address or a provider's, used with the provider's signed consent. A P.O. box does not qualify, and physical business activity in the Netherlands is expected. A corporate shareholder's background is checked in the notary's review. Owners linked to a jurisdiction on the EU list of high-risk jurisdictions face enhanced due diligence, source of funds included. The KVK checks only the filer's authority and the filing's accuracy. The holding vehicle chosen before the deed therefore sets the depth of the notary's review and its cost.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:

EUR 2,925

Requirements

Registered Address: A commercial address in the Netherlands is needed

To register a Dutch company, a Dutch address is required. If you do not have a Dutch address, you can choose the address hosting service provided by TKEG Expat™ (DE).

Included: No · Solution availableEstimated Cost: EUR 125 – 1,575

Other Services: Legal entities registered in jurisdictions with high risk or tax avoidance attributes require background investigation reports when holding shares.

If using shares held by legal entities registered in jurisdictions with high risk or tax avoidance attributes (such as the British Virgin Islands, the Cayman Islands, etc.), additional background check fees will be required.

Included: No · Solution availableEstimated Cost: EUR 825

Estimated Cost

Estimated Cost:

EUR 2,925 – 5,325

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TAX

How the tax figures apply to a newly formed BV

Tax registration follows from the KVK registration, with no separate application. The Dutch tax authority (Belastingdienst) then decides whether the BV is an entrepreneur for VAT and, if so, sends its VAT numbers. The headline corporate income tax rate is the top band: in 2026 the lower band is 19%, on the taxable amount up to EUR 200,000. The asterisked withholding figures point to the conditional withholding tax. It covers interest, royalties and, since 1 January 2024, dividends paid to an affiliated entity in a low-tax jurisdiction, as well as some abuse cases. A Dutch list names such jurisdictions: those with a profit tax below 9% or none, or on the EU list of non-cooperative jurisdictions.

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

PwC World Tax Summary OECD Statistics

Corporate Income Tax (CIT)

General CIT Rate:

25.8

CIT Return Due Date:

Usually five months after the end of the company's fiscal year.

CIT Payment Due Date:

Tax should be paid within six weeks from the date of assessment.

CIT Estimated Payment Due Date:

Within six weeks of the assessment; a provisional assessment issued during the year is payable in equal monthly instalments over the rest of the year.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):

15/0*/0* (*25.8% conditional withholding tax on interest, royalties and, since 2024, dividends paid to an affiliated entity in a low-tax jurisdiction or in abuse cases)

Non-Resident Withholding Tax (Dividend/Interest/Royalty):

15/0*/0* (*25.8% conditional withholding tax on interest, royalties and, since 2024, dividends paid to an affiliated entity in a low-tax jurisdiction or in abuse cases)

Value-Added Tax (VAT)

General VAT Rate:

Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:

Capital gains are constrained by the normal corporate income tax rate (25.8%). Eligible participated capital gains are tax-exempt under the participation exemption.

Conclusion

What the deed and the first filing set in motion

Company formation starts a clock: the first registration is due within one week of the deed. Once it is filed, the KVK lists the company in the business register under its own KVK number. Until that filing, the Dutch Civil Code makes the directors jointly and severally liable, alongside the BV, for legal acts that bind it. Compliance then turns on annual accounts filed with the KVK within 8 days of adoption and at the latest 12 months after the financial year ends. Dutch banks run their own checks and must know the UBOs first. That makes the corporate bank account a separate approval, and applying for it is the next step.

Netherlands

Jurisdiction Overview

About Netherlands

The Netherlands is a founding EU member with a highly open economy, skilled English-speaking workforce, and strong logistics infrastructure. A top destination for foreign businesses entering Europe.

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