Company Formation in The Netherlands

Dutch Incorporation

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  Ongoing Obligations

  Dutch companies must maintain proper accounting records, prepare annual financial statements, and file them with the Dutch Chamber of Commerce within 12 months of the financial year-end. Corporate tax returns are filed annually, and VAT returns are typically submitted quarterly. An audit is required if two of the following are met: turnover above €12 million, assets above €6 million, or more than 50 employees. Companies must also maintain a UBO (Ultimate Beneficial Owner) register and comply with EU AML and transparency regulations.

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  Business Structure Requirements

  The most common entity for incorporation is the B.V. (Besloten Vennootschap / Private Limited Company). It requires at least one shareholder and one director, who may be foreign and need not reside in the Netherlands. A registered office address in the Netherlands is mandatory. Foreign ownership is unrestricted, and incorporation can be completed digitally through the Dutch Chamber of Commerce (Kamer van Koophandel – KvK).

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  Capital Setup

  There is no minimum share capital requirement for a B.V. — it can be incorporated with as little as €0.01. Contributions can be made in cash or kind, and shareholder liability is limited to their capital contribution. Shares are registered (not publicly traded) and recorded in the company’s shareholder register.

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  Taxes

  The corporate income tax rate is 19% on profits up to €200,000 and 25.8% on profits above that threshold (as of 2024). The Netherlands has an extensive network of 100+ double-tax treaties, no withholding tax on interest and royalties, and a participation exemption for dividends and capital gains from qualifying shareholdings. The standard VAT rate is 21%, with reduced rates of 9% and 0% for specific sectors.