Incorporation of a Dutch BV. Key differences with an NV

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:

• 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

BV: Shares are privately held and subject to transfer restrictions (blocking clause is mandatory unless waived).
NV: Shares may be freely transferable; bearer shares are no longer permitted, but registered shares can be listed on a stock exchange.

• Minimum capital

BV: Minimum capital €0.01.
NV: Minimum issued capital €45,000.

• Governance requirements

BV: Flexible governance; tailor‑made arrangements possible in the articles or shareholders’ agreement.
NV: More rigid governance structure, especially for listed NVs; mandatory general meeting rules and stricter supervisory frameworks.

• Public offering

BV: Cannot list shares on a regulated market.
NV: Can issue shares to the public and be listed.

• Shareholder Rights

BV: Greater contractual freedom to allocate voting rights, profit rights and governance arrangements.
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!