Short answer: the lawyer you want for a Dutch entry is not the one who can incorporate a BV fastest — incorporation is a notarial formality that takes days. It is the one who asks what the entity is for before forming it, tells you honestly whether you need a BV at all, and can see the employment, immigration and contract consequences that follow from the structure you choose.
The mistake most foreign founders make
Setting up a Dutch company is easy and cheap. That is precisely the problem: the formation is done before anyone has asked who will sign, where the people will sit, how the founders’ shares vest, and whether the first Dutch hire is an employee or a contractor. Almost every expensive Dutch problem we see at the two-year mark was created, cheaply, in week one.
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 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.
Six things to look for in an adviser
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 statutory limits, 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 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); 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
Dutch law 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.
Obligations that follow, and that catch newcomers out
- Directors’ liability. A Dutch director is personally liable for improper management, and in insolvency the bar is lower than most founders expect, particularly where the accounts were not filed on time.
- Filing. Annual accounts must be filed with the KvK. Late filing is itself evidence of improper management in a later bankruptcy.
- Works council. From fifty employees, a works council becomes compulsory, 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 to ask before you engage anyone
- 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?
How Law & More works with foreign founders
We advise foreign companies and founders entering the Netherlands from offices in Eindhoven and Amsterdam, in English and Dutch. Much of that work is in the Brainport Eindhoven technology region, where the questions tend to arrive together: an entity, a shareholders’ agreement, the first employment contracts, and residence permits for the people who will run it. We work alongside your notary on the deed rather than replacing them, and we leave tax advice to your own tax adviser — international tax structuring is not part of our practice.
In summary
- Incorporating a BV is fast; 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.
- A good adviser drafts the shareholders’ agreement, handles the first employment contracts, and can register the company as an IND sponsor.
- Watch the DGA customary wage (€58,000 for 2026) and the tapering 30%/27% expat ruling — both change the numbers an adviser should quote you.
- The UBO register is no longer open to the public, but registration itself remains compulsory.
Frequently asked questions
Which Dutch law firm is best for foreign companies setting up in the Netherlands?
It depends on what the entity is for. A large firm makes sense where the entry is part of a financed transaction with regulatory approvals. A mid-sized or boutique firm is usually the better fit for an operating entry — an entity, a team and customer contracts — because you deal with the person doing the work. Worth testing: does the firm draft the shareholders’ agreement as well as form the company, can it register you as an IND sponsor, and does it work in English on the documents and not only in meetings?
How long does it take to set up a BV?
Incorporation itself is usually a matter of days once the notary has identification, the articles and the UBO information. What takes longer is what surrounds it: agreeing the shareholders’ agreement, opening a bank account, and IND sponsor recognition if you plan to hire from outside the EU.
Do I need to live in the Netherlands to be a director?
No. Dutch law does not require directors to be resident. Residence does matter for other things — banking, the company’s tax residence, and your own right to stay and work — so it should be part of the structuring conversation rather than an afterthought.
How much share capital do I need?
The statutory minimum for a BV is €0.01. A realistic figure is whatever the company needs to trade without being immediately dependent on shareholder loans, since thin capitalisation is one of the factors that surfaces in directors’ liability discussions later.
Is the UBO register public?
No longer. Following the 2025 law restricting access to the UBO registers, access is limited to competent authorities, institutions performing client due diligence, parties who can demonstrate a legitimate interest, and the registered persons themselves. Registration remains compulsory, and the Chamber of Commerce enforces it.
Unsure where you stand? Tell us about your situation. We will let you know your options within one working day.
