🇳🇱European Union · EuroA structure familiar to investors
Setting up a BV in the Netherlands — the standard choice if you plan to raise investment
The Netherlands is not an inexpensive option, nor does it offer the lowest tax rate. Nevertheless, it is the first choice for teams seeking investment: a holding structure, participation exemption and a legal framework familiar to international investors all in one. The requirement to incorporate before a civil-law notary is the most notable friction in the process.
Formation package from 2.800 €Notary fee extra, depending on the structure · see the price breakdown ↓✓Nominal capital, no blocking required
✓Holding company + operating BV structure
✓Extensive tax treaty network
Company type
BV
Corporate tax
19% / 25.8%
Holding
Participation exemption
Registration
~10 business days
Currency
Euro
Free · 5 questions · 1 minute
Is the Netherlands the right country for you?
Answer five questions to see how well the holding, investment and tax treaty advantages fit your plans. If it is not a fit, we tell you which country is a better match.
Question 1 / 5
What are you setting up the Dutch company for?
The Netherlands’ real strength is holding structures, the participation exemption and a wide tax treaty network.
No contact details needed
Your result will appear here
◆Is the Dutch structure worth it for you?An assessment based on your holding, investment and cost expectations.
✓What will be easy and hard for youNot a generic list; only the advantages and watch-outs that apply to your profile.
→Next stepA quote if it fits, otherwise which country is a better match.
Netherlands company formation price
Know what you will pay before you start. The formation package is a one-off fee; a registered address is a legal requirement, and you add other services as you need them.
Formation package · one-off
BV company formation
2.800 €
✓BV company formation
✓KvK trade register registration
✓Formation procedures with notary
✓Bylaws preparation
✓Tax authority registration
✓Preparation of bank introduction letters
1-year registered addressLegal requirement1.000 €
Mail scanning and forwardingLegal requirement0 €
Starting total3.800 €
Notary fees are calculated separately based on the company structure.
Frequently added services
Optional · add during formation or later
12-month accountingRecommendedAnnual accounts and periodic declarations1.400 €yearly
Bank account application supportRecommendedLocal bank or fintech application400 €one-off
Holding structure setupHolding + operating BV structure consulting1.200 €one-off
VAT registration applicationLocal and EU VAT number300 €one-off
Stripe / PayPal application supportPayment system account setup250 €one-off
From the second yearRegistered address + 12 months of accounting. The formation fee is not charged again.2.400 € / year
What makes the Netherlands the Netherlands
Holding structure and participation exemption
Almost all companies seeking investment in the Netherlands are established not as a single BV but with a two-tier structure: a holding BV owned by the founders, with an operating BV beneath it that conducts the business. This structure is not merely an accounting device; thanks to the participation exemption (deelnemingsvrijstelling), profits and gains from share sales flowing from the operating BV to the holding are not taxed again at holding level. This is the arrangement that makes the greatest difference upon exit.
Tier 1
Holding BV
The founders own this company directly. It holds the shares in the operating BV, where profits and gains from share sales accumulate.
Tier 2
Operating BV
The business operations, contracts, employees and commercial risk sit within this company. If problems arise, the holding's assets are unaffected.
Advantage
Participation exemption
Dividends and gains from share sales flowing from the operating BV to the holding are not taxed again at holding level when the conditions are met.
Exit
Where the difference arises on sale
When the company is sold, the proceeds remain in the holding and can be reinvested tax-free. This option is not available with a single BV.
Why should the structure be established from the outset?
✓When the structure is established from the outset, the only additional cost is the incorporation and accounting expense of the second company.
✓Investor round documents are prepared on the basis of this structure; restructuring later prolongs negotiations.
!Establishing a holding later may create share transfer and valuation issues.
!If there are no investment or sale plans, a two-tier structure may create unnecessary costs; the decision should be made together.
A two-tier structure entails the incorporation and accounting costs of a second company. If you have no investment or sale plans, a single BV may be sufficient; we decide this together.Ask whether you need a holding
The Netherlands or another country? Comparison table
The four countries we most frequently compare with the Netherlands. Click a column heading to visit that country's page.
Scroll the table sideways →
🇳🇱The NetherlandsBV🇬🇧United KingdomLtd🇭🇺HungaryKft🇧🇬BulgariaEOOD🇪🇪EstoniaOÜ
Formation method
Notarial deed
Electronic
Lawyer approval
Commercial register
Electronic
Formation time
1–3 weeks
Same day
5 business days
3–7 business days
1–5 business days
Minimum capital
Nominal
None
3.000.000 HUF
≈ 1 €
2.500 €
Holding structure
Well-established and widely used
Possible
Possible
Possible
Possible
Investor perception
Highest
High
Moderate
Moderate
High
Operating costs
High
Moderate
Moderate
Low
Low
Best suited to
Businesses seeking investment or planning an exit
Fast launch and global sales
Businesses selling into the EU and distributing profits
Cost-focused entry into the EU
Businesses retaining profits in the company
The Netherlands or Hungary?
If you are considering tax alone, Hungary has the advantage. If you are planning an investment round or company sale, the Netherlands' holding structure and familiarity among investors make up for this difference.
The Netherlands or the United Kingdom?
A company can be formed in the United Kingdom on the same day and at low cost, but the country is outside the EU. Choose the Netherlands if you need EU-based customers and an EU VAT number; choose the United Kingdom if speed and a low entry cost are your priorities.
If you have no investment plans
The advantages of the Netherlands become apparent in exit and investment scenarios. If these scenarios do not apply, a lower-cost EU country will serve the same purpose.
Formation process: the notary determines the timeline
In the Netherlands, a BV is incorporated by notarial deed. This means a different pace from electronic registration in the UK or Estonia: the notary appointment, identity verification and preparation of the deed are the key factors determining the timeline.
StageWhat happensDuration
Step 1Structure decisionThe choice between a single BV and a holding BV + operating BV is made, and the company name and share structure are determined.1–2 days1–2 days
Step 2Documents and identificationPassports, proof of address and, where required, an apostilled power of attorney are prepared.3–7 days3–7 days
Step 3Notarial deedThe articles of association are drawn up by the notary, and the company is incorporated by deed.3–5 days3–5 days
Step 4KVK registrationRegistration with the Chamber of Commerce register; a KVK number and RSIN are issued.1–3 days1–3 days
Step 5UBO and taxThe ultimate beneficial owner declaration, VAT number and EU VAT registration are completed.3–10 days3–10 days
Step 6Banking and accountingThe account-opening process is managed, and the accounting and filing schedule is established.2–6 weeks2–6 weeks
Documents needed
Passport
Required for all shareholders and directors; used by the notary for identity verification.
Proof of address
A utility bill or bank statement issued within the last 3 months.
Power of attorney + apostille
For remote incorporation; executed before a notary, apostilled and translated.
Share and company name structure
Number of shareholders, share distribution, alternative company names and business activities.
Tax and annual obligations
The Netherlands is not a low-tax country; what it offers is predictability and scope for structuring. Corporation tax is progressive, there is a separate regime for intellectual property income, and its tax treaty network is among the most extensive in Europe.
ItemRate / thresholdNote
Corporation taxProgressiveA lower rate applies up to a specified profit threshold, with the standard rate applying above it; the rates are updated periodically.
Participation exemptionConditionalDividends and capital gains from qualifying shareholdings are exempt from corporation tax.
InnovatieboxReducedA significantly lower effective rate applies to qualifying intellectual property income.
VAT (standard)21%A reduced rate applies to certain categories; the reverse-charge mechanism applies to intra-EU B2B sales.
Dividend withholding taxApplicableIt may be reduced or eliminated under tax treaties and EU regulations.
Director's salaryMandatoryA minimum salary must be set for employees holding a 5% or greater shareholding.
Minimum capitalNominalIt does not need to be blocked; incorporation can be completed without a bank account.
Director's salary rule
Individuals who hold a shareholding of five per cent or more in a BV and work for the company must be paid a minimum director's salary. It is not possible to distribute all profits as dividends without paying a salary; this is an item frequently overlooked in cash-flow planning.
Do not overlook the Turkish tax implications
Turkish tax residents must declare profit distributions received from an overseas company. Controlled foreign company rules may also tax the income in Türkiye under certain conditions.
Read the detailed guide →Who is the Netherlands right for?
A summary of what we discuss in the first half-hour of a consultation.
The right choice
✓Start-ups planning an investment round and intending to work with international investors.
✓Founders planning a company sale or exit who would benefit from a holding structure.
✓Companies generating revenue from their own software and technology that may qualify for the Innovatiebox.
✓Businesses selling to corporate clients in Western Europe with strict supplier approval processes.
Consider another country
✕Companies seeking only low taxation, with no investment or sale plans — the benefits do not justify the cost.
✕New ventures with low first-year turnover that need to keep fixed costs to a minimum.
✕Businesses that need to incorporate quickly and begin collecting payments immediately — notarial and banking timelines do not allow for this.
✕Structures whose actual operations will be entirely in Türkiye, leaving their connection to the Netherlands only on paper.
Frequently asked questions about company formation in the Netherlands
Organised under six headings: formation, holding structure, banking, tax, personnel and considerations in Türkiye. Select a topic or search directly.
30 questions
Yes. There is no citizenship or residency requirement for establishing a BV in the Netherlands; foreign individuals and legal entities may be the company’s sole shareholder and director. In practice, the challenge is not registration but opening a bank account for companies with non-resident shareholders.
A BV (besloten vennootschap) is the Dutch equivalent of a private limited company, and almost all foreign investors choose this structure. Shareholders’ liability is limited to the capital they contribute, it can be established with a single shareholder, and its share structure can be arranged flexibly. An NV (public limited company) is relevant only for large-scale businesses planning to go public.
It is nominal; a BV can be established with share capital as low as one euro cent. In practice, a rounder capital amount is usually preferred in view of how banks and business partners may perceive the company and any future share divisions, but this is not legally required.
Under Dutch law, a BV is incorporated by notarial deed (notariële akte); the articles of association are drawn up and certified by a Dutch notary. This process differs from the fully electronic registration available in the UK or Estonia and is the main factor determining the timetable. The notary also conducts identity and source-of-funds checks.
In most cases, yes. Notaries may verify identity through an apostilled power of attorney, a video call or a notary abroad. However, not every notary follows the same procedure, and physical attendance may be required in some cases. We clarify this with the notary at the start of the process.
KVK is the Dutch Chamber of Commerce (Kamer van Koophandel). Following execution of the notarial deed, the company is registered in the KVK register and receives a KVK number. This functions as the company’s identification number and is used on invoices, contracts and in banking transactions. The tax authority also issues a separate RSIN number.
Including the notary appointment and identity verification, registration is usually completed within 1–3 weeks if all documents are in order. KVK registration takes a few days after execution of the deed. The main delay is at the bank account stage; a realistic overall timeframe is 4–8 weeks.
It is the declaration of the ultimate beneficial owner. Individuals who own more than twenty-five per cent of the company or exercise effective control over it must be declared. Registration is completed during formation and updated when the ownership structure changes; failure to comply may result in administrative penalties.
It is a two-tier structure in which the founders own a holding BV rather than the operating company directly, and the holding BV owns the shares in the operating BV. Its purpose is to separate risk and benefit from the participation exemption: profits flowing from the operating BV to the holding company and gains from the sale of shares are not taxed again at holding-company level.
Under this provision, known as deelnemingsvrijstelling, dividends and gains from the sale of shares received by a company from its subsidiary are exempt from corporation tax when certain conditions are met. This is the rationale for the holding tier: gains from the sale of the company remain tax-free within the holding company and can be reinvested.
If you do not plan to raise investment or sell the company, a single BV is often sufficient; a second company creates additional formation and accounting costs. However, establishing the structure later can create share-transfer and valuation issues. The decision should be based on how realistic your exit scenario is.
Dutch company law is familiar to international investors: arrangements such as share classes, option pools, drag-along rights and tag-along rights are established using well-recognised practices. Its extensive tax treaty network also reduces unexpected withholding-tax issues in cross-border ownership structures. This familiarity shortens legal negotiations during a funding round.
It is a structure that holds shares through a foundation and separates voting rights from economic rights. It is used for employee share schemes and where founders wish to retain control. It is not necessary for every company but becomes relevant when an option pool is planned.
It is the slowest and least predictable stage of the process. Major Dutch banks conduct detailed compliance checks on companies with non-resident shareholders that are managed from abroad; some do not accept applications from companies with this profile at all. A genuine Dutch connection, such as a local customer, office or employee, makes the process considerably easier.
Yes. As the capital requirement is nominal, formation can be completed before a bank account is opened. The account is opened after registration. This is a significant convenience compared with countries where share capital must be blocked, but operations cannot begin until the account has been opened.
Yes, and they are frequently preferred in practice. Institutions such as Wise and Revolut Business can open accounts remotely for Dutch companies. However, some Dutch corporate customers and public institutions may require a local IBAN; a local bank account should therefore be the long-term objective.
Yes. The Netherlands is fully supported by Stripe and PayPal; its EU membership and use of the euro mean there are no additional barriers to accessing payment infrastructure. Each provider conducts its own compliance review, and the website and product description must be consistent.
Corporation tax is progressive: a lower rate applies up to a specified profit threshold, and the standard rate applies to profits above that threshold. As thresholds and rates are updated periodically through budget decisions, we base our planning on the current rates. The Netherlands is not a low-tax jurisdiction; its advantage lies in the structuring options it offers.
It is a regime under which income derived from qualifying intellectual property is subject to a significantly lower effective rate instead of the standard corporation tax rate. It is important for companies earning income from software or technology they have developed themselves. An R&D declaration and agreement with the tax authority are required to benefit from it; it does not apply automatically.
The standard VAT (BTW) rate is twenty-one per cent; a reduced rate applies to certain categories of goods and services. A BV receives a VAT number upon formation and submits periodic VAT returns. The reverse-charge mechanism applies to sales to businesses within the EU, in which case no VAT is charged on the invoice.
Dividend withholding tax applies to distributed profits. However, the Netherlands’ extensive network of double taxation treaties and the EU parent-subsidiary rules mean that this rate may be reduced or eliminated for qualifying structures. Türkiye and the Netherlands also have a double taxation treaty.
No. Returns are submitted through the Dutch tax authority’s electronic systems, and working with an accountant who maintains records in accordance with local legislation is effectively mandatory. You provide the documents, the local accountant handles the records and returns, and we provide coordination and reporting in Turkish.
The principal requirements are periodic VAT returns, an annual corporation tax return and the filing of annual financial statements with KVK. Payroll and withholding-tax declarations are also required if the company has employees. Dormant companies are not exempt from filing obligations.
Individuals who hold five per cent or more of a BV and work for the company must be paid a minimum director’s salary. It is not possible to distribute all profits as dividends without paying a salary. This amount is updated annually and is the item most frequently overlooked in cash-flow planning.
Yes. EU citizens do not require an additional permit. A fast-track work and residence process is available for qualified personnel from outside the EU through recognised sponsor status; the company must obtain this status separately, and it entails certain obligations.
No. Owning a company does not automatically confer a right of residence. Separate residence categories are available for entrepreneurs who wish to live in the Netherlands; applications are assessed against criteria such as the business plan, added value and innovation. A special route arising from bilateral agreements may also be available to Turkish citizens; this must be assessed on a case-by-case basis.
A company owner or director may live in Türkiye and manage operations remotely. However, if the company’s place of effective management is in Türkiye, decisions are made in Türkiye and the team is based in Türkiye, there is a risk that the company may also be considered tax-resident in Türkiye. The Netherlands also applies a substance-over-form approach, and the structure is expected to have a genuine Dutch connection.
When a Turkish tax resident receives a profit distribution from a foreign company, they are required to declare it in Türkiye. Controlled foreign company rules may also cause the income to be taxed in Türkiye under certain conditions. The double taxation treaty between Türkiye and the Netherlands is taken into account in this assessment.
A common arrangement is for development and operations to be carried out by the company in Türkiye, while sales and contracts are handled by the Dutch BV. This structure is subject to transfer-pricing rules; the service fee paid to the Turkish company must be at arm’s length and properly documented. An incorrectly structured arrangement creates issues in both countries.
Liquidation takes several months, depending on the protection of creditors and closure of the company’s tax affairs. A faster route may be available for companies that have never traded. The main causes of delay are outstanding periodic returns, an active VAT registration and unresolved shareholder matters.
The Netherlands or another country — let us decide together
Tell us about your business activities, investment plans and where your customers are located; we will advise you free of charge on which country and structure are right for you. This is not a sales conversation, but a process of elimination.
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