Different countries have their various forms of limited liability company, well for the Dutch it is called BeslotenVennootschap. For those that may have a hard time pronouncing that, it is simply abbreviated as BV. What the Dutch refer to as BV, the English refer to as Ltd, and the Americans refer to as LLC. A BeslotenVennootschap is a private limited company, that is to say, a company limited by shares such that those shares are privately registered. The Dutch BV is ranked as one of the popular forms of business in the Netherlands. With the new changes made to the company law in the country, incorporating a Dutch BV has become a straightforward process with little or no hassle encountered. It is because of its simple and straightforward nature that the BV is now the most utilized structure when incorporating a business in the Netherlands and is often considered the most straightforward part of a multinational organization’s subsidiary governance set up.
What are the requirements for incorporating a Dutch BV?
Shareholders
It is mandated that the BV has a minimum of one shareholder in regards to shareholding structure, it means that the shareholders may be one or persons. This shareholder can be individuals or legal entities (like local or foreign companies). With the newly enacted company law in the country, a Dutch BV company can have a shareholder, who can deputize as a manager as well
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Address
Having a legal address in Netherlands is another prerequisite of the BV. In other words, the company ought to have a locally registered office address.
Deed of incorporation
Before a Dutch BV can be incorporated, a deed of incorporation will have to be tendered before a notary public, and subsequently filed the trade register of the Chamber of Commerce as well as with the necessary tax authorities. This deed will be written entirely in Dutch, and it will contain essential information such as;
- Personal information about the shareholders
- Information about the board
- The legal address of the company
- The authorized share capital
In addition, the deed of incorporation will also contain the articles of association. The AOA will also contain specific details about the company like; its business activities, and the purpose of the company.
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Steps involved in incorporating a Dutch BV
These are the steps involved in incorporating a Dutch BV
- Ensure all statutory documents are well written and adequately notarized
- Choose a company name
- Submit the articles of association and deed of incorporation to the trade registrar
- Acquire a registration number from the office of the Commercial Register
- Register with the necessary tax authorities so you can obtain a VAT number as well as a tax identification number
Once the BV has been incorporated, the entity should be kept in good legal standing and maintaining it will become part of the entity management strategy of a multinational company.
