Incorporation of a Dutch BV
A Dutch BV (private limited liability company) is the most commonly used corporate form in the Netherlands due to its flexibility and relatively light regulatory burden.
Key elements of incorporation:
Differences between a BV and an NV
While both the BV and NV are capital companies with limited liability, the NV is designed for larger enterprises and potential public capital markets access.
Structural and legal differences
NV: Shares may be freely transferable; bearer shares are no longer permitted, but registered shares can be listed on a stock exchange.
NV: Minimum issued capital €45,000.
NV: More rigid governance structure, especially for listed NVs; mandatory general meeting rules and stricter supervisory frameworks.
NV: Can issue shares to the public and be listed.
NV: More statutory protections and mandatory rules, limiting flexibility.
Practical Considerations
Choose a BV when you want flexibility, privacy and low capital requirements. Choose an NV when you need access to public capital, institutional governance or preparation for a future listing.
At AZ Corporate we help with formation of all types of Dutch entities as well as conversion of a BV into NV, for example. Interested or have further questions? Send us an email!
A Dutch BV (private limited liability company) is the most commonly used corporate form in the Netherlands due to its flexibility and relatively light regulatory burden.
Key elements of incorporation:
- Notarial Deed of incorporation: A BV is incorporated by executing a notarial deed before a Dutch civil‑law notary. The deed contains the articles of association and details of the incorporator(s).
- Share capital: Since the Flex-BV Act (2012), the minimum issued capital is €0.01. Contributions may be in cash or in kind.
- Management structure: A BV must have at least one director. A supervisory board is optional unless required by a specific governance regime.
- Share register: The BV must maintain an internal register of shareholders; shares are not freely transferable unless the articles provide otherwise.
- Registration with the Trade Register: After execution of the deed, the BV is registered with the Dutch Chamber of Commerce (KvK), at which point it obtains legal personality.
- UBO Registration: Ultimate beneficial owners must be registered in the UBO register.
Differences between a BV and an NV
While both the BV and NV are capital companies with limited liability, the NV is designed for larger enterprises and potential public capital markets access.
Structural and legal differences
- Share transferability
NV: Shares may be freely transferable; bearer shares are no longer permitted, but registered shares can be listed on a stock exchange.
- Minimum capital
NV: Minimum issued capital €45,000.
- Governance requirements
NV: More rigid governance structure, especially for listed NVs; mandatory general meeting rules and stricter supervisory frameworks.
- Public offering
NV: Can issue shares to the public and be listed.
- Shareholder Rights
NV: More statutory protections and mandatory rules, limiting flexibility.
Practical Considerations
Choose a BV when you want flexibility, privacy and low capital requirements. Choose an NV when you need access to public capital, institutional governance or preparation for a future listing.
At AZ Corporate we help with formation of all types of Dutch entities as well as conversion of a BV into NV, for example. Interested or have further questions? Send us an email!