Dutch BV with foreign shareholders: how incorporation works step by step

Foreign individuals and foreign companies can set up a Dutch private limited company (besloten vennootschap, BV) on the same terms as Dutch residents. You need a civil-law notary, a deed of incorporation and at least one share, but no minimum capital and no Dutch director. The main practical hurdle is not the law but the identity checks: the notary and the bank must establish who the ultimate beneficial owners are before they can act.

Below we go through the steps, the documents a foreign shareholder needs, the obligations after incorporation and what shareholders and directors should each check. The BV is governed by Title 5 of Book 2 of the Dutch Civil Code (BW). For a general introduction, see our page on the Dutch BV with limited liability.

Can a foreign shareholder own a Dutch BV?

Yes. Dutch law sets no nationality or residence requirement for shareholders or directors of a BV.

A shareholder can be a natural person or a legal entity, for example a foreign parent company. Since the Flex-BV reform of 1 October 2012 there is no statutory minimum share capital; one share of €0.01 is legally sufficient. In practice, the capital should match the business: a bank or supplier will look at the balance sheet, not at the legal minimum.

A director does not need to live in the Netherlands either. Where the company is actually managed matters for tax, however. A BV is in principle treated as resident in the Netherlands for corporate income tax, but if all decisions are taken abroad, the tax position needs review by a tax adviser. We do not give that tax advice ourselves.

Which structure do you choose?

The two common set-ups are a single operating BV or a holding BV that owns the operating BV. A foreign group often lets its existing parent company hold the shares directly.

A holding structure separates the business risk from the profits that are already earned, and makes it easier to bring in co-investors at operating level. It does mean two sets of annual accounts and two filings with the Chamber of Commerce (KVK). If several shareholders are involved, a shareholders’ agreement should be signed at the same time as the deed.

How does incorporation work step by step?

The notary executes the deed of incorporation and registers the BV in the trade register. From first instruction to registration, this usually takes one to two weeks once all documents are complete.

1. Check the company name. Search the KVK trade register and the trademark registers. A name that is too similar to an existing trade name may infringe the rights of that company under the Trade Name Act (Handelsnaamwet).
2. Agree on the articles of association. They set out the name, seat in a Dutch municipality, objects, share classes, transfer restrictions and how resolutions are adopted. See our page on articles of association.
3. Identification by the notary. Under the Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft), the notary must identify every founder, director and ultimate beneficial owner and may ask about the source of funds.
4. Execution of the deed. A BV is incorporated by notarial deed (Article 2:175 BW). Foreign founders can sign through a power of attorney, which must usually be legalised or provided with an apostille. Many notaries also offer an online incorporation by secure video connection.
5. Registration. The notary registers the BV with the KVK, which issues a KVK number, and also files the UBO details.

Until the BV is registered, the directors are jointly and severally liable, together with the company, for every legal act they perform on its behalf (Article 2:180 BW). Contracts signed in the name of the BV before incorporation only bind the company once it ratifies them (Article 2:203 BW).

Which documents does a foreign shareholder need?

The notary needs proof of identity and, for a corporate shareholder, proof that the company exists and who may represent it. Documents in a language other than Dutch or English usually need a sworn translation.

• A valid passport or national ID card of every founder, director and ultimate beneficial owner.
• Proof of residential address, such as a recent bank statement.
• For a corporate shareholder: a recent extract from the foreign company register and its articles, often with an apostille.
• An overview of the ownership chain up to the natural persons who ultimately own or control the company.
• A power of attorney if the founder does not appear before the notary in person.

What is the UBO register and who is in it?

Every BV must register its ultimate beneficial owners (UBOs) with the KVK. A UBO is in principle anyone who holds, directly or indirectly, more than 25% of the shares, voting rights or ownership interest, or who has control in another way.

If nobody meets that test, the senior managing officials are registered instead. After the EU Court of Justice ruling of 22 November 2022 (ECLI:EU:C:2022:912), public access to the register was closed. Under the Act of 14 July 2025 (Stb. 2025, 189), access is limited to authorities, institutions with a due diligence duty and persons with a legitimate interest.

Which taxes and registrations apply?

The Tax and Customs Administration (Belastingdienst) normally registers the BV for corporate income tax and VAT on the basis of the KVK registration. A BV with staff must also register as an employer for payroll tax.

Corporate income tax in 2026 is 19% on taxable profit up to €200,000 and 25.8% above that. Dividends paid to shareholders are in principle subject to 15% Dutch dividend withholding tax, which may be reduced under a tax treaty or the EU Parent-Subsidiary Directive. Whether a reduction applies depends on the facts and requires tax advice.

How do you open a Dutch business bank account?

You need the KVK extract, the deed with the articles and the identity documents of the directors and UBOs. Dutch banks must perform customer due diligence under the Wwft, so expect questions about the business plan and the source of funds.

For a company with only foreign shareholders and directors, this process can take several weeks. A bank may also ask why the company is established in the Netherlands and where its activities take place. A complete file with a clear ownership chart speeds this up.

What are the obligations after incorporation?

The directors must keep proper books and a shareholders’ register, and prepare annual accounts. Mistakes in this area can lead to personal liability, especially in a bankruptcy.

• Shareholders’ register: the board keeps a register with the names and addresses of all shareholders (Article 2:194 BW).
• Annual accounts: prepared within five months after the end of the financial year, extendable by the general meeting by up to five months (Article 2:210 BW), and filed with the KVK.
• Share transfers: every transfer of shares requires a notarial deed (Article 2:196 BW).
• Distributions: the board must refuse to approve a dividend if it knows or should foresee that the BV cannot continue to pay its debts afterwards (Article 2:216 BW).
• Changes: new directors, a new address or new UBOs must be registered with the KVK.

Read more about director liability in the Netherlands.

What should you check as a foreign shareholder?

• Is the ownership chain up to the natural persons documented and supported by register extracts?
• Do the articles contain transfer restrictions or approval rights that fit your plans for future investors?
• Is a shareholders’ agreement in place on deadlock, exit and dividends?
• Has a tax adviser reviewed dividend withholding tax and treaty relief in your country of residence?
• Are your identity documents legalised or apostilled where the notary requires it?

What should you check as a director of the BV?

• Is the BV registered before you sign contracts on its behalf (Article 2:180 BW)?
• Is the shareholders’ register complete and up to date?
• Are the books kept in a way that shows the financial position at any time?
• Are the annual accounts prepared and filed within the statutory periods?
• Do you apply the distribution test before approving any dividend?
• Are the UBO and director entries in the trade register correct?

What can we do for you with setting up a Dutch BV?

Our business lawyers guide foreign entrepreneurs and companies through incorporation and the first years after it.

• We draft the articles of association and coordinate the incorporation with the civil-law notary.
• We prepare the list of documents for each foreign shareholder and check them before they go to the notary.
• We draft the shareholders’ agreement and, where needed, the holding structure.
• We draft the management agreements and board regulations for the directors.
• We review your corporate housekeeping each year: registers, resolutions and KVK entries.

Summary

• Foreign individuals and companies can own and manage a Dutch BV; there is no residence requirement.
• No minimum capital applies since 1 October 2012; the BV is incorporated by notarial deed (Article 2:175 BW).
• Directors are personally liable for acts before registration (Article 2:180 BW).
• The notary and the bank must identify all UBOs under the Wwft; a clear ownership chart saves weeks.
• After incorporation, the directors must keep registers and books and file annual accounts on time.

Frequently asked questions