Open a BV in the Netherlands: Requirements, Costs & How It Works (2026)

Intro

Opening a BV in the Netherlands is one of the most common steps for entrepreneurs who want to operate with limited liability, attract investors, or scale their business beyond basic freelance activity.

A BV – besloten vennootschap – is the Dutch equivalent of a private limited company. It is a separate legal entity, which means the company itself holds assets and liabilities rather than the individual founder.

For many expats and international entrepreneurs, the appeal of a Dutch BV comes down to several practical factors:

• personal assets are generally protected from business debts;
• it creates a more credible and professional business structure;
• it enables profit distribution through dividends, which can be tax-efficient at higher income levels;
• it allows for shareholders, co-founders, and future investment rounds;
• it can be set up remotely in most cases, without requiring a physical visit to the Netherlands.

This guide explains how to open a BV in the Netherlands in 2026 – including the legal requirements, the incorporation process, costs, and what expats should know before starting.

Key Takeaways

• A Dutch BV requires a notarial deed of incorporation – it cannot be registered directly at KVK without a notary;
• Minimum share capital is as low as €0.01, though €1 – €120 is more commonly used in practice;
• The full process typically takes 1–3 weeks from start to finish;
• Non-EU nationals may need a residence permit to actively work through the BV;
• A BV can be incorporated remotely in most cases;
• After incorporation, the BV must register with KVK and the Belastingdienst.

What Is a Dutch BV?

A BV (besloten vennootschap) is a private limited company – the most widely used corporate legal structure in the Netherlands for entrepreneurs, startups, and scaling businesses.

Unlike a sole proprietorship (eenmanszaak), a BV is a separate legal entity. This distinction matters significantly in practice:

• the BV owns its assets and is responsible for its own debts;
• the shareholder’s personal liability is generally limited to the paid-up share capital;
• the company can have multiple shareholders, issue different share classes, and enter contracts in its own name;
• the company is taxed under the corporate taxation model, different from personal income tax model applicable to sole proprietors .

The “besloten” (private) aspect means shares cannot be publicly traded – they can only transfer to new owners through a notarial deed, and existing shareholders typically have pre-emption rights on any share transfer.

Insight: Many entrepreneurs open a BV specifically to separate personal financial risk from business activity – something an eenmanszaak does not provide.

BV vs Eenmanszaak: When Does a BV Make Sense?

Choosing between a BV and an eenmanszaak is one of the most important early decisions for entrepreneurs in the Netherlands.

Aspect	Eenmanszaak	BV
Personal liability	Full	Very Limited to No at all
Setup cost	Low (~€85–100)	Higher (notary required)
Tax efficiency at higher income	Lower	Higher above ~€90,000 profit
Tax flexibility	No	Yes, especially when using a holding structure
Ability to bring in investors	No	Yes
Administrative complexity	Lower	Higher
Director salary obligation	No	Yes (minimum DGA salary, subject to certain exemptions)

In practical terms, a BV tends to make more sense when:

• annual profit consistently exceeds roughly €90,000;
• liability protection is a genuine operational concern;
• image and appearance are important;
• co-founders or external investors are involved;
• a holding structure is being planned from the start.

For freelancers and smaller operators, the eenmanszaak often remains more efficient due to lower administration costs and access to self-employment tax deductions.

Requirements to Open a BV in the Netherlands

Opening a BV in the Netherlands requires meeting several legal and administrative requirements.

Notary Involvement

A BV cannot be incorporated without a Dutch civil-law notary (notaris). The notary prepares and executes the notarial deed of incorporation – the founding legal document of the company.

This applies regardless of whether the founder is in the Netherlands or abroad.

Minimum Share Capital

The minimum share capital requirement for a BV was abolished in 2012. In practice, most founders choose a nominal share capital of:

• €0.01 per share (technically sufficient);
• 1, €10, €12, €100 or €120 (more common in standard incorporations);
• €4,500 (required for US nationals applying under the DAFT visa route).

The share capital must be paid into the company’s bank account during or after incorporation.

A Dutch Business Address

Every BV must have a registered Dutch address. This is recorded in the KVK Business Register and used for official correspondence. Options include:

• the founder’s home address (if registered there);
• a physical office address;
• a registered address service.

Articles of Association

The articles of association (statuten) are drafted by the notary as part of the incorporation deed. They define the company’s structure, share classes, voting rights, and management rules. These must be written in Dutch and are often accompanied with a translation to English.

At Least One Director and One Shareholder

A BV requires at least one director (bestuurder) and at least one shareholder. In most small BVs, the founder serves as both director and sole shareholder – this is known as a DGA (directeur-grootaandeelhouder).

How to Open a BV in the Netherlands: Step by Step

Step 1: Prepare Your Details

Before engaging us (or a notary), collect the following:

• proposed company name (checked for availability against the KVK Business Register);
• description of business activities;
• details of all directors and shareholders (full name, date of birth, address, nationality);
• chosen share capital structure;
• Dutch business address.

Step 2: Engage a Notary or Incorporation Specialist

The notary performs KYC, UBO, PEP, and other compliance checks, reviews the information and prepares a draft deed of incorporation.

If you choose to engage a specialist, you will also receive consultation and support throughout the entire onboarding process, explanations of the incorporation documents, and ongoing guidance at every stage of the procedure through to its successful completion.

 

Founders who do not wish to visit the Netherlands can authorise the notary via a power of attorney (POA), signed and legalised locally or even during a video call. This makes remote incorporation possible in most cases.

Step 3: Identity Verification

All directors and shareholders must be identified. This typically requires:

• a valid passport or ID;
• proof of residential address (utility bill or bank statement, usually no older than three months).

Step 4: Sign the Deed of Incorporation

Once all documentation is in order and the draft deed is approved, the notary executes the notarial deed of incorporation. At this point, the BV legally comes into existence.

Step 5: KVK Registration

The notary typically handles KVK registration directly. The BV is entered into the Business Register and receives its KVK number. This is when the company becomes fully operational.

If the BV is registered with UBOs (ultimate beneficial owners – shareholders holding more than 25%), these must also be recorded in the UBO register.

Step 6: Tax Registration

KVK automatically notifies the Belastingdienst after registration. The BV will be registered for:

• corporate income tax (vennootschapsbelasting);
• VAT (BTW), where applicable.

A VAT number is typically issued within 1–3 weeks after registration.

Step 7: Open a Business Bank Account

A BV must have a separate business bank account. The initial share capital must be paid into this account after incorporation.

Pro Tip: Dutch corporate bank accounts can take longer to open than expected, especially for non-residents. Planning this step early – and having a backup option such as an international fintech bank – avoids operational delays.

Can You Open a BV Remotely?

Yes, in most cases a Dutch BV can be incorporated remotely without visiting the Netherlands.

The remote process works through a power of attorney – the founder signs documents in their home country, which are then legalized by a local notary or through apostille, and sent to the Dutch notary.

NB! At UnitCity, we do this even easier by legalizing the signature during a video call and completing the ID verification process fully digitally.

Remote incorporation is available for citizens and residents of all countries, even from outside of the EU.

Important note for non-EU nationals: Remote incorporation of a BV does not resolve immigration status. If the founder intends to live and actively work in the Netherlands through the BV, a residence permit is still required separately. 

BV Incorporation Costs (2026)

The total cost of opening a BV in the Netherlands depends on the notary, the speed of incorporation, level of comfort, and whether professional support is involved.

Item	Approximate Cost
Notary fee (standard incorporation)	€1000–€200
KVK registration fee	~€85
BV + Holding structure (notary)	€1,500–€3,000+
Bookkeeping setup	Variable

Standard incorporation typically takes 2-3 weeks. Expedited procedures are available for urgent situations.

Holding Structures: Single BV vs BV + Holding

Many founders in the Netherlands set up a holding structure from the start – two connected BVs rather than one.

In a typical holding structure:

• Holding BV – the personal holding company, owned by the founder. Holds shares in the operating company and accumulates profits or assets;
• Operating BV (Werk-BV) – the company that actually runs the business, employs staff, and invoices clients.

The holding structure is commonly used because it:

• separates business assets and distributed profits from operational risk;
• allows tax-efficient profit transfers between entities, exempts from annual necessity to withhold private dividend tax when paying out the dividend;
• protects assets and distributed dividend from business creditors;
• provides flexibility for future investment or co-founder arrangements.

Setting up a holding structure at incorporation is significantly simpler and cheaper than restructuring later.

Insight: Many founders underestimate how valuable a holding structure becomes once the business starts generating consistent profit. Restructuring after the fact involves additional notary costs and potential tax consequences.

Tax Considerations for a Dutch BV

Once a BV is operational, several ongoing tax obligations apply.

Corporate Income Tax (Vennootschapsbelasting)

The BV pays corporate income tax on its annual profit.

The applicable rate depends on the company’s taxable profit and should be considered together with dividend taxation and director-shareholder remuneration when planning profit distribution.

Director’s Salary (DGA Salary)

A director-shareholder (DGA) must pay themselves a minimum salary from the BV – the gebruikelijk loon. This is set by the Belastingdienst and must reflect what a comparable employee would earn in a similar role. For 2026, the minimum DGA salary is set at €58,000 or higher depending on the sector and circumstances.

This salary is subject to income tax via payroll. The payroll tax credit Netherlands may reduce the effective tax burden in relevant cases.

Dividend Distribution

After paying the minimum salary and corporate tax, remaining profit can be distributed as dividend to shareholders. Dividend income is taxed in Box 2.

To distribute dividend, the BV’s board must complete a payment test (uitkeringstoets) confirming the company can meet its financial obligations after the distribution.

VAT (BTW)

Most BVs are required to file quarterly VAT returns. International operations or cross-border invoicing can add complexity here.

Professional bookkeeping and tax compliance support is strongly recommended from the point of incorporation – not as an afterthought once the first tax deadline arrives.

BV for Non-EU Expats: What to Know

For non-EU nationals, a BV can be incorporated without a Dutch residence permit – but operating the business from within the Netherlands may require appropriate immigration status.

Common scenarios:

• Founder lives abroad, runs the BV remotely – generally possible without a Dutch residence permit, though tax residency and management-and-control questions must be carefully assessed;
• Non-EU founder relocates to the Netherlands – a residence permit authorising entrepreneurial activity is required before the founder can live and work here through the BV;
• Non-EU founder with a startup concept – the startup visa may be appropriate for the first phase, transitioning to a self-employed permit or employment contract once the business is operational;
• US nationals – the DAFT visa provides a specific route for American entrepreneurs, with specific share capital requirements.

For founders considering relocating to the Netherlands longer term, reviewing permanent residence requirements early helps avoid timeline surprises later.

The 30% Ruling and BV Directors

Expats who relocate to the Netherlands to work as a director of their own BV may be eligible for the 30% ruling – a significant tax benefit that allows 30% of the gross salary to be paid tax-free as a cost reimbursement.

However, eligibility depends on strict conditions, including:

• Business purpose of relocation;
• meeting a minimum salary threshold;
• the timing of application relative to the start of employment.

For BV founders specifically, the 30% ruling application timing is closely tied to when the first employment contract between the director and the BV is established. This makes early planning essential.

Common Mistakes When Opening a BV

A number of avoidable problems appear regularly during and after BV incorporation.

The most common include:

• not setting up a holding structure from the start – once the BV is trading, restructuring is possible but involves additional costs and tax consequences;
• choosing the wrong business address – access to incoming post is essential;
• underestimating the DGA salary obligation – taking a salary below the Belastingdienst minimum exposes the director to personal tax risk;
• missing the 30% ruling window – the application must be submitted within a reasonable period after the first arrival and working day in the Netherlands;
• confusing incorporation with immigration clearance – particularly for non-EU nationals who intend to live and work here;
• delaying bookkeeping setup – VAT and corporate tax obligations begin from the date of incorporation, not from the first profitable quarter.

Bottom Line

Opening a BV in the Netherlands is a well-structured process, but one that involves more than just notary paperwork.

Getting the structure right from the beginning – whether a single BV or a BV with a holding – significantly affects tax efficiency, liability protection, and operational flexibility going forward.

For non-EU expats especially, immigration status, company structure, and tax planning need to be aligned from the start rather than addressed separately at different stages.

FAQ

1. How long does it take to open a BV in the Netherlands? + −

2. Do I need to visit the Netherlands to incorporate a BV? + −

3. What is the minimum share capital for a Dutch BV? + −

4. Can a non-EU national open a Dutch BV? + −

5. What is a DGA and what salary must they pay themselves? + −

6. Is a holding structure necessary from the start? + −

7. Does a BV automatically register with the tax authorities? + −