Incorporation of a BV
The present situation is as follows. Mostly, a corporate presence in The Netherlands is set up by forming a Besloten Vennootschap (private company; “BV”)’. At the moment to incorporate a ‘standard’ BV may take about ten working days including passing a deed of incorporation before a notary-public. If requested, the client may issue a proxy for this purpose in order to avoid his personal presence. The subject proxy should contain certified signatures of properly identified and authorized persons. Also, a bank account should be opened in The Netherlands and a bank statement is required confirming the minimum required share capital of € 1,-. After the deed of incorporation has passed, the BV is established and registered with the Trade Register of the Chamber of Commerce. We will then register the BV with the Revenue Service for purposes of corporation tax, VAT (where applicable), etcetera.
Tax Requirements for a BV:
- Meetings – One single shareholder is allowed and board meetings should be held in The Netherlands. Shareholder meetings can also be held abroad.
- Directors – At least there should be one director and at least half of the directors should be Dutch residents.
- Supervisory directors – to have a supervisory board is optional, to be included in the deed of incorporation.
- Address – The B.V. should have its registered address in The Netherlands.
- Corporate documents – Main corporate documents like financial statements, tax returns, contracts with employees/suppliers/customers should be kept in The Netherlands.
- Day to day management – The day to day management and all back office operations relating thereto should be located in The Netherlands.
- Accounting – Accounting & administration should be done, and all files be kept in The Netherlands.
- Filing requirements – Filing of financial statement with the Trade Register and the filing of tax returns should be done properly and on time.
- Bank account – The main bank account should be kept and managed in The Netherlands.