Setting up a company in the Netherlands: how to choose a lawyer

The lawyer you want for a Dutch market entry is not the one who can incorporate a private limited company (BV) fastest: incorporation by a civil-law notary usually takes days and requires only €0.01 in share capital. Choose the adviser who asks what the entity is for, tells you honestly whether you need a BV at all, and sees the employment, immigration and contract consequences of the structure you choose.

Why does the structure come before incorporation?

Because the costly choices are made in week one. Who signs on behalf of the company in the Chamber of Commerce (KvK) register, how the founders’ shares vest, and whether the first Dutch hire is an employee or a contractor all follow from the structure, and are hard to undo two years later.

BV, branch, or nothing yet?

A besloten vennootschap (BV) is the standard Dutch private limited company. It is a separate legal person, shareholders are in principle not liable beyond their contribution, and the minimum share capital is one eurocent. It is incorporated by a Dutch civil-law notary by notarial deed (Article 2:175 BW) and then registered with the Chamber of Commerce (KvK).

A branch of your existing foreign company is not a separate legal person: the parent carries the liability, and the branch is registered with the KvK without a notary. It can be the right answer for a representative office or a first sales presence, and the wrong one the moment you take on local risk or local staff.

And sometimes the answer is neither yet. If you are testing a market through a distributor or an agent, a well-drafted agreement can do the job without an entity at all — though Dutch and European agency law gives commercial agents rights on termination that are worth understanding before you sign.

What does incorporation involve in practice?

The notary needs identification of the founders and ultimate beneficial owners, the articles of association, and the details of the first directors. Non-resident founders can usually incorporate by power of attorney without travelling. After incorporation, the company is registered with the KvK, and its ultimate beneficial owners must be registered in the UBO register. Since the 2025 law restricting access to the UBO registers, that register is no longer open to the public: access is limited to competent authorities, institutions carrying out client due diligence, parties who can demonstrate a legitimate interest, and the registered persons themselves.

What should you look for in an adviser?

Look for an adviser who connects the deed to company law, employment, immigration and tax. Six points show whether they do:

1. They ask what the entity is for

Holding structure, operating company, employer of the Dutch team, contracting party for EU customers — these lead to different answers. An adviser who quotes for “a BV” without asking is quoting for a form, not for advice.

2. They are clear about what a notary does, and does not do

The civil-law notary executes the deed and is bound by duties of impartiality. The notary is not your adviser on the shareholders’ agreement, the vesting, or the employment contracts. Understanding that division of labour saves founders from assuming that a completed incorporation means the structure has been reviewed.

3. They handle employment and immigration, or say plainly that they do not

The first Dutch hire raises a written employment contract, a probation period that is only valid within the limits of Article 7:652 BW, notice periods, pension, and — for non-EU staff — sponsorship. If you intend to bring in staff from outside the EU, the company itself must be recognised as a sponsor (erkend referent) by the IND, a process worth starting early rather than after the offer letter.

4. They mention the director’s salary before you are surprised by it

A director who is also a substantial shareholder falls under the Dutch customary wage rules (gebruikelijkloonregeling, Article 12a of the Wage Tax Act 1964); for 2026 the reference figure is €58,000 gross a year. Founders planning to take little or no salary in year one need to know this at the outset, and to take tax advice on it specifically.

5. They raise the incoming employee’s tax position accurately

The expat scheme, long known as the 30% ruling, lets a qualifying incoming employee receive part of their salary free of tax. For rulings that started before 1 January 2024, that stays at 30% for the full term. For rulings that started on or after that date, 30% continues through 2026 and drops to 27% from 1 January 2027, with the salary threshold rising at the same time. Any adviser quoting a flat “30% for five years” in 2026 is working from outdated material.

6. They put the shareholders’ agreement on the critical path

Book 2 of the Dutch Civil Code (BW) does not supply founder vesting, drag-along and tag-along, deadlock resolution, or a leaver regime. Leave that document until after launch and it gets negotiated once the founders have already fallen out — the worst possible moment.

Which obligations follow after incorporation?

Four obligations under Book 2 BW and Dutch employment law catch newcomers out most often:

• Directors’ liability. A Dutch director is liable to the company for improper management (Article 2:9 BW), and in bankruptcy the bar is lower than most founders expect (Article 2:248 BW).
• Filing. Annual accounts must be filed with the KvK, at the latest twelve months after the financial year ends (Article 2:394 BW). Late filing creates a presumption of improper management in a later bankruptcy (Article 2:248(2) BW).
• Works council. From fifty employees, a works council becomes compulsory under Article 2 of the Works Councils Act (WOR), with advice and consent rights that affect reorganisations and terms of employment.
• Dismissal needs a ground. There is no dismissal “at will”: Dutch law requires a statutory ground and a route through the UWV or the subdistrict court, and severance accrues from day one.

What should you ask before you engage an adviser?

Ask these questions before you sign an engagement letter or instruct the notary:

• Given what we are doing in the Netherlands, would you form an entity at all right now?
• What is included in your incorporation price and what is not — specifically, is the shareholders’ agreement inside or outside it?
• Will you also draft the first employment contracts, and can you sponsor-register the company with the IND?
• Who signs for the company after formation, and how do we limit that authority in the KvK registration?
• What will this structure make difficult if we raise a round or sell in three years?

What can we do for you with setting up a company?

Our corporate lawyers advise foreign companies and founders entering the Netherlands, from Eindhoven and Amsterdam, in English and Dutch:

• We advise on the choice between a BV, a branch or a distribution or agency agreement.
• We prepare the articles of association and coordinate the deed with your notary.
• We draft the shareholders’ agreement, including vesting, leaver and deadlock provisions.
• We draft the first employment contracts and handle the IND application for recognised sponsor status.
• We tell you when a matter needs a tax adviser: international tax structuring is not part of our practice.

Summary

• Incorporating a BV takes days; the choices that shape it (entity purpose, ownership, first hires) need to come first.
• A branch or a distribution agreement can be the better fit until you take on local risk or staff.
• Watch the customary wage for director-shareholders (€58,000 for 2026) and the expat ruling, which drops from 30% to 27% on 1 January 2027 for rulings started from 2024.
• Directors face liability under Articles 2:9 and 2:248 BW, and late filing of annual accounts creates a presumption of improper management.
• The UBO register is no longer open to the public, but registration remains compulsory.

Frequently asked questions