Company Registration in the Netherlands

Company registration in the Netherlands requires selecting the appropriate legal structure, preparing the incorporation documents, completing the applicable notarial process and registering the company with the Dutch Business Register maintained by the Netherlands Chamber of Commerce, commonly known as KVK.

For international investors, the Dutch private limited company, or BV, is one of the principal structures used for establishing a separate legal entity. A BV can be established by one or more founders and does not require a minimum starting capital. Incorporation is completed through a civil-law notary, who generally handles registration with KVK and the UBO register.

The correct setup depends on factors including ownership, proposed activities, management structure, Dutch presence, tax position and whether the investor intends to establish a subsidiary, branch or another form of operation.

Why Consider Company Formation Netherlands?

The Netherlands provides a well-established legal framework for companies operating in the European market. A Dutch entity can be structured to support local operations, international trading, investment activities and European expansion.

Key reasons investors consider company formation Netherlands include:

• Access to a recognised European corporate structure

• Ability to establish a separate legal entity through a BV

• Flexible shareholding arrangements

• Limited liability for shareholders in a properly established BV

• A structured framework for corporate governance

• Ability to establish operations or a subsidiary in the Netherlands

• Integration with European commercial and supply-chain activities

A BV is a legal entity, meaning that shareholders generally have limited personal liability for the company's debts, subject to the applicable legal exceptions. Its capital is divided into shares held by shareholders.

Benefits of Company Registration in the Netherlands

Establishing a Dutch company can provide several structural and operational benefits for international entrepreneurs and companies.

• Separate legal identity: A BV has its own legal personality and can enter contracts, hold assets and conduct business independently from its shareholders.

• Limited shareholder liability: Shareholders generally have limited liability for company debts, subject to circumstances where personal liability can arise under Dutch law.

• Flexible ownership: A BV can be established by one person or together with other shareholders.

• No minimum starting capital: A Dutch BV does not require a prescribed minimum starting capital.

• European operating base: A Dutch entity can provide a formal base for companies targeting customers, suppliers and commercial opportunities across Europe.

• Structured corporate governance: The articles of association define important elements such as the company's name, location, shares and appointment of managing directors.

• Investment flexibility: Shares can be used as part of the company's ownership and investment structure, subject to applicable legal and corporate requirements.

Which Company Structures Are Available in the Netherlands?

The Netherlands offers several legal structures, and the appropriate option depends on the nature and ownership of the proposed operation.

Common structures include:

• Private limited company, or BV: A separate legal entity with capital divided into shares. It is commonly used for privately held commercial operations.

• Public limited company, or NV: A share-based legal entity generally suited to larger corporate structures. An NV requires at least €45,000 in starting capital.

• Sole proprietorship: An individual operates the business without creating a separate legal entity.

• General partnership, or VOF: Two or more partners operate together under a partnership structure.

• Limited partnership, or CV: Combines managing partners with silent partners.

• Professional partnership: Used for certain professional activities carried out collectively.

For many foreign investors seeking a separate Dutch corporate entity, the BV is the structure that requires the closest consideration.

Netherlands BV Registration Requirements

A Netherlands BV registration involves several corporate and legal elements.

The company generally needs:

• A company name

• A registered office in the Netherlands

• One or more shareholders

• One or more managing directors

• Articles of association

• Information concerning issued shares

• Details of the company's management

• Identification documents for relevant persons

• UBO information where registration is required

• Incorporation through a Dutch civil-law notary

The civil-law notary prepares the incorporation deed and articles of association. The notary also generally registers the BV and its managing directors with KVK and registers the company's UBOs.

Can Foreigners Register a Company in the Netherlands?

Foreign investors can establish companies in the Netherlands, subject to the applicable company, immigration, tax and sector-specific rules.

A foreign founder does not automatically need to be a Dutch resident simply because they establish a Dutch company. However, residence and immigration requirements become relevant if the individual intends to live or work in the Netherlands.

Non-EU, non-EEA or Swiss nationals planning to reside in the Netherlands may need an appropriate residence permit or startup visa depending on their circumstances.

Foreign founders should therefore distinguish between company registration in the Netherlands for foreigners and the separate right to reside or work in the country.

How to Register a Company in the Netherlands

The incorporation process for a Dutch BV generally follows a structured sequence.

1. Select the legal structure

Determine whether a BV, NV, partnership or another legal form fits the intended activity and ownership model.

2. Define the company structure

Determine the shareholders, share allocation, directors and governance arrangements.

3. Select the company name

The proposed name should be checked for suitability and compliance with applicable requirements.

4. Arrange a Dutch registered address

A Dutch address is generally required for registration in the Business Register. KVK guidance also allows certain address arrangements where appropriate evidence of the right to use the address is available.

5. Prepare incorporation documents

Prepare the information and documentation required for the notarial incorporation process.

6. Complete the notarial incorporation

A Dutch civil-law notary executes the incorporation deed and articles of association.

7. Register with KVK

The notary generally registers the newly incorporated BV with the Dutch Business Register.

8. Complete UBO registration

Applicable ultimate beneficial ownership information is registered through the required Dutch process.

9. Address tax registrations

KVK passes relevant registration information to the Dutch Tax Administration. Where the company's activities are subject to VAT, the Tax Administration issues the applicable VAT numbers.

What Documents Are Required?

The exact documentation depends on the shareholders, directors and ownership structure, particularly where foreign investors are involved.

Documents may include:

• Passport or other valid identification

• Foreign company incorporation documents, where a corporate shareholder is involved

• Shareholder information

• Director information

• Proposed company name

• Dutch registered-office information

• Articles of association

• Incorporation deed

• UBO information

• Power of attorney where an authorised representative is acting

Foreign corporate documents may require certification, legalisation or an apostille depending on their origin and the document concerned.

Tax Considerations for a Dutch Company

Tax obligations depend on the legal structure, activities, transactions and tax residence position of the company.

For 2026, Dutch corporate income tax is:

• 19% on taxable amounts up to €200,000

• 25.8% on taxable amounts above €200,000

VAT may also apply depending on the company's activities. The general Dutch VAT rate is 21%, with reduced 9% and 0% rates applying to specific goods, services or transactions.

International companies should also consider cross-border transactions, related-party arrangements and applicable tax obligations before commencing operations.

UBO Registration and Corporate Information

UBO registration is an important part of Dutch corporate transparency requirements.

A UBO can include a person who:

• Owns more than 25% of shares

• Holds more than 25% of voting rights

• Has effective control over the organisation

• Falls within the applicable statutory management or control criteria where no individual meets the ownership or voting thresholds

For a new BV, the civil-law notary generally handles UBO registration alongside incorporation.

Foreign Company Registration Netherlands

An overseas company may establish a Dutch subsidiary or register its existing foreign company where the legal requirements for a Dutch branch or establishment are met.

Foreign companies with an establishment in the Netherlands generally need to register with KVK. The registration process can require evidence of the company's registration in its country of origin, incorporation documents, articles of association and information concerning directors or authorised representatives.

Special requirements can apply to formally foreign companies established outside the European Economic Area that operate entirely in the Netherlands without a genuine connection to their country of incorporation. Such companies can have additional disclosure and annual filing requirements.

Dutch Company Compliance Considerations

After incorporation, a Dutch company must maintain appropriate corporate, accounting and tax records and comply with applicable filing obligations.

Depending on its structure and activities, this can include:

• Maintaining accurate shareholder and corporate records

• Keeping accounting records

• Preparing required financial statements

• Filing applicable tax returns

• Maintaining accurate KVK information

• Meeting UBO reporting requirements

• Completing annual corporate obligations

• Maintaining appropriate VAT records where VAT applies

• Reviewing licences and sector-specific requirements where relevant

The compliance requirements depend on the company's legal structure and actual activities.

Why Choose YKG Global?

YKG Global assists international entrepreneurs, foreign companies and investors with structured support for establishing a presence in the Netherlands.

Our support can include:

• Assessing the proposed Dutch company structure

• Coordinating company incorporation requirements

• Supporting foreign founders and non-residents

• Assisting with corporate documentation

• Coordinating registration-related requirements

• Supporting business bank account opening assistance

• Assisting with applicable business compliance

• Supporting international expansion planning

The approach is based on the investor's ownership model, proposed activities and expansion objectives rather than applying the same incorporation structure to every foreign company.