Incorporating a Dutch BV as a foreign entrepreneur is an attractive route for many international parties to enter the European market. At Musch Legal, we regularly incorporate BVs for American, British, Israeli, and Indian owners. The process typically takes two weeks and costs approximately 1,500 euros in notary fees. The Netherlands offers a stable legal system, a strong treaty network, and internationally recognized law.
What is the legal issue? (What do you need to arrange as a foreigner?)
Incorporation of a BV in the Netherlands is open to any foreign natural or legal person, regardless of nationality or residence status. Shareholders can be entirely foreign; directors can also be, provided that at least one director can sign legally. UBO registration under the Anti-Money Laundering Act (Wwft) is mandatory and offers a minimum shareholding of 25 percent as a threshold. For a pure holding company without local activity, there is no permanent establishment; pure SPV structures are common.
What does the law say? (Which legal frameworks apply?)
Book 2 of the Dutch Civil Code (BW) regulates the private limited company (BV) under Articles 2:175 et seq. The Flex-BV, via the Simplification and Flexibilization of BV Law Act (Act of 18 June 2012, effective 1 October 2012), abolished minimum capital under Article 2:178 of the Dutch Civil Code. A notarial deed of incorporation is mandatory under Article 2:175 of the Dutch Civil Code. Registration in the Trade Register is subject to the Trade Register Act. UBO registration under the Anti-Money Laundering Act (Wwft) since September 27, 2020. For tax purposes, the Corporate Income Tax Act (Wet VPB) 1969.
Step
Processing time
Indicative costs
Chamber of Commerce name check
1 day
Free
Draft articles of association
3-5 days
500-1000 euros (legal expert)
Notarial deed
1 day
800-1500 euros (notary)
Chamber of Commerce registration
1 day
80 euros
UBO registration
1 week after incorporation
Free
Open bank account
2-4 weeks
Variable per bank
Step
Processing time
Indicative costs
Chamber of Commerce name check
1 day
Free
Draft articles of association
3-5 days
500-1000 euros (legal expert)
Notarial deed
1 day
800-1500 euros (notary)
Chamber of Commerce registration
1 day
80 euros
UBO registration
1 week after incorporation
Free
Open bank account
2-4 weeks
Variable per bank
What risks do companies face? (What goes wrong?)
Insufficient compliance with UBO registration leads to fines under the Anti-Money Laundering Act (Wwft). For foreign directors, proof of identity and a good reputation are essential; banks are strict under anti-money laundering rules. A purely shell company lacking substance can lead to taxation under substance requirements. Incorrect tax structuring can jeopardize the participation exemption under Article 13 of the Corporate Income Tax Act 1969.
Practical example from our practice (How did we set up an American BV?)
Musch Legal assisted an American SaaS entrepreneur with the incorporation of a Dutch BV as the EU headquarters. We drafted articles of association that accommodated international shareholder agreements, engaged a Dutch tax specialist for substance requirements, arranged UBO registration within one week, and guided the opening of a bank account at ING. Total turnaround 3 weeks, costs 4,500 euros. The client now has a fully-fledged Dutch legal entity for EU contracts and VAT.
What can you do? (Which steps do you take first?)
Determine whether a pure holding company or an operational BV is required. Coordinate the tax structure with a Dutch tax specialist (participation exemption under Article 13 of the Corporate Income Tax Act 1969). Have the articles of association drafted by a Dutch legal expert. Select a Dutch notary for incorporation. Arrange for UBO registration within one week. Open a Dutch bank account (ING, ABN AMRO, Rabobank — choose early due to strict KYC). Engage Musch Legal for the complete process.
How do you choose the right legal form in the Netherlands?