Company forms
Types of Companies in the Netherlands and the Layer Each Can Carry
Dutch legal entities for cross-border structures.
The Dutch form for each layer of your structure, set against what the law makes it carry.
- BV: no statutory minimum capital
- NV: EUR 45,000 paid up
- KVK fee EUR 85.15 for any form (2026)
- Online formation: BV only, EU-national founders
What's included
For founders and groups abroad, we set out which Dutch legal form carries each layer, then take it through Dutch company formation on its own service page.
The form for each layer
From your brief: each layer's purpose, where shareholders and directors live and their nationality, contributions, the parent's tax residence.
The conditions each statute sets
Liability, capital, governance and tax treatment per form, each with its article. Your group's tax consequences are settled with a tax adviser, a separate service.
The remote-formation check
Which forms can be set up without travelling: only a BV, electronically, with EU-national founders and cash contributions only.
The notary's file prepared
Identification, corporate founders' register extracts and written powers of attorney, assembled for the notaris (civil-law notary), whose act the deed is. For a BV: our BV incorporation service.
Registration coordinated
The notary files a notarial form with the KVK within one week of the deed. A CV is registered by its partners, a branch by the foreign company.
Where the service stops
We never act as director, shareholder or attorney-in-fact of your entity, or sit on a STAK board: directing a client's company is a trustdienst (trust service) needing a DNB licence (art. 1 Wtt 2018).
Which layer each form can carry
What each form is built for under Dutch law; your group's choice is made in a conversation.
Holding layer
A Dutch holding BV holds participations: the participation exemption from 5% of the nominal paid-up capital (art. 13 lid 2 sub a Wet Vpb), a fiscal unity from 95% (art. 15 lid 1).
Operating, finance or IP company
The BV is the default vehicle, with no statutory minimum capital (art. 2:178 BW). An operating BV can carry a regulated activity, such as MiCA authorisation in the Netherlands.
Listing, or a counterparty that asks for an NV
An NV needs EUR 45,000 paid up (art. 2:67 lid 2 and 3 BW) and is not listed by nature: its articles choose registered or bearer shares (art. 2:82). Route: forming a Dutch public limited company.
Dutch Cooperative as a Holding Vehicle
Membership is a participation with no percentage test (art. 13 lid 2 sub c Wet Vpb). U.A. at the end of the name excludes member liability (art. 2:56 lid 1 BW).
Control layer over BV shares
A STAK (stichting administratiekantoor, trust office foundation) holds the shares and issues certificates, splitting votes from economic rights; the UBO analysis still runs through every STAK document. Our route: certifying shares through a Dutch STAK.
Transparent investment layer
A CV (commanditaire vennootschap, limited partnership) is tax transparent since 1 January 2025 (Staatsblad 2023, 508) unless a reverse hybrid (art. 2 lid 3 Wet Vpb). Background: how the Dutch CV/BV structure worked.
EU entry without a Dutch company
A branch (nevenvestiging) keeps the foreign company's law and is taxed on its permanent-establishment profit (art. 17 lid 3 sub a Wet Vpb). Our service: registering a branch of a foreign company in the Netherlands.
Setting Up a Dutch Subsidiary
A BV owned by the foreign parent is a Dutch legal person, deemed established here for most of the Corporate Income Tax Act (art. 2 lid 5 Wet Vpb).
Dutch company forms side by side
There is no single Dutch Companies Act: company law is Book 2 of the Civil Code, partnerships sit in the Commercial Code, and six forms are legal persons (art. 2:3 BW). Background: what a Dutch BV is.
The VOF, the maatschap and the eenmanszaak also exist but are not structuring vehicles. A representative office is not a Dutch legal status.
| Form | Legal personality and liability | Capital | How it is formed | Governance tools | Structuring use |
|---|---|---|---|---|---|
| BV (besloten vennootschap, private limited company) | Legal person; shareholders not liable for its debts. Directors liable with the company for acts before the first register filing (art. 2:180 lid 2) and for a distribution that leaves debts unpaid (art. 2:216 lid 2 and 3) | No statutory minimum (art. 2:178); EUR 0.01 paid in, in practice; no bank statement since 1 October 2012 | Notarial deed in Dutch; in English only on the electronic route (arts. 2:175a, 2:176) | Non-voting shares (art. 2:228 lid 5), shares without profit rights (art. 2:216 lid 7), one-tier board (art. 2:239a) | Holding, finance, IP, operating |
| NV (naamloze vennootschap, public limited company) | Legal person; shareholders not liable | EUR 45,000 paid up (art. 2:67 lid 2 and 3); bank statement for cash (art. 2:93a); auditor's statement for contributions in kind (art. 2:94a lid 2) | Notarial deed in Dutch, no electronic route (art. 2:65) | Registered or bearer shares, bearer only as a global certificate (art. 2:82); one-tier board (art. 2:129a) | A listing, or a counterparty that asks for an NV |
| Cooperative (coöperatie) | Legal person; members liable for a deficit unless the name ends in U.A. (excluded) or B.A. (capped), otherwise W.A. (art. 2:56 lid 1) | Member capital, not tradable; at least 2 members | Notarial deed | Members' meeting appoints the board | Holding layer |
| Foundation (stichting) | Legal person with no members; no distributions to founders (art. 2:285) | None | Notarial deed in Dutch; the notary liable for missing mandatory content (art. 2:286) | Board only | Asset holding and control |
| STAK (stichting administratiekantoor) | A foundation that holds shares and issues certificates | None | Three notarial deeds: foundation, certification, conditions of administration | Votes split from economic rights; meeting rights for certificate holders a drafting choice (art. 2:227 lid 2 and 4) | Control layer over BV shares |
| CV (commanditaire vennootschap, limited partnership) | No legal personality, no share capital (art. 19 lid 3 WvK); managing partner fully liable; limited partner liable up to the contribution and barred from management, even under a power of attorney (arts. 20 and 21 WvK) | Contributions by agreement | Registered at the KVK; no notarial deed prescribed; contract optional | Partnership contract | Transparent investment layer |
| Branch of a foreign company (nevenvestiging) | Not a legal entity; the foreign company is liable and keeps its own law | That of the foreign company | Registered at the KVK with the foreign deed and articles | Those of the foreign company | EU entry without a Dutch company |
Tax treatment by form
The tax position of each form by law in 2026. Which structure suits your group is tax advice, from a Dutch tax advisor for a foreign-owned BV.
Rates for context: 19% up to EUR 200,000, then EUR 38,000 plus 25.8% (art. 22 Wet Vpb, 2026). Conditional withholding tax, Pillar Two and substance: the holding and tax pages.
| Form | Corporate income tax | Dividend withholding tax | Participation exemption and fiscal unity |
|---|---|---|---|
| BV, NV | Resident taxpayer: deemed established in the Netherlands by incorporation (art. 2 lid 5 Wet Vpb), except for arts. 13 to 13d, 13i to 13k, 14a, 14b, 15 and 15a, where the actual place of management decides; assumed to exist while in the Handelsregister (lid 7) | 15% of the proceeds (art. 5 Wet DB) | Holder of at least 5% of the nominal paid-up capital (art. 13 lid 2 sub a); fiscal unity at 95% of shares, votes, profit and assets, on the request of both companies (art. 15 lid 1) |
| Cooperative | Resident taxpayer | Only a holding cooperative (houdstercoöperatie) withholds (art. 1 lid 8), and only on a membership right of at least 5% of profit or liquidation proceeds (art. 1 lid 7) | Membership is a participation, with no percentage test (art. 13 lid 2 sub c) |
| Foundation, STAK | Taxed only in so far as it runs a business (art. 2 lid 8) | None stated in the statutes cited here | Not applicable |
| CV | Transparent since 1 January 2025: income and assets attributed to the partners (Staatsblad 2023, 508); a reverse hybrid is a resident taxpayer (art. 2 lid 3) | Not applicable | Not applicable |
| Branch | The foreign company is taxed on the profit of the enterprise carried on here through a permanent establishment or permanent representative (art. 17 lid 3 sub a) | Not applicable | Not applicable |
How the process works
Who acts at each step, form by form. Durations appear only where a statute sets one.
Brief and choice of form
(you and us; tax consequences with a tax adviser). Each layer's purpose, founders' and directors' residence and nationality, contributions, the parent's residence. No official time.
Documents from abroad
(you). Identification for the notary and the anti-money-laundering checks, a corporate founder's register extract and articles, a written power of attorney where a founder does not appear.
Notarial deed
(the notaris). BV, NV, cooperative and foundation; three deeds for a STAK. A CV and a branch need no Dutch deed. Electronic BV: five working days, ten in other cases (art. 2:175a lid 3 BW).
Business Register and UBO register
(the notary; a CV's partners; a branch's foreign company). Within one week of the deed (art. 20 Hrw 2007); EUR 85.15 for any form (2026). Branch papers in Dutch, German, English or French.
Tax registration
(the Belastingdienst, Tax Administration). The KVK passes the data on; a fiscal unity is requested by both companies; rulings are separate filings. No official time is published.
Bank account
(the bank). Not a condition of a BV's incorporation since 1 October 2012; needed before the deed for an NV's cash capital. Our corporate bank account in the Netherlands service prepares it.
Ongoing
(the company). Annual accounts; register changes within one week; share transfers and amendments of the articles by notarial deed, STAK certificates without one.
- Brief and choice of form
- Documents from abroad, power of attorney where a founder does not appear
- Notarial deed by the notaris (STAK: three deeds; NV: bank statement, auditor's statement for contributions in kind)
- KVK and UBO register within one week of the deed (art. 20 Hrw 2007)
- KVK fee EUR 85.15 (2026)
- EU-national founders, cash contributions only
- Five working days, ten in other cases (art. 2:175a lid 3 BW)
- Registered at the KVK
- No Dutch deed
- Filed by the partners or the foreign company at the KVK
- Branch papers in Dutch, German, English or French
- Registration proof no more than 1 month old
Not sure which form carries which layer?
Send us the planned layers and the founders. We set out the forms and each statute's conditions.
Documents you will need
What the notary and the register ask for.
- The purpose of each entity, and where the parent and each shareholder reside
- Nationality and an identity document of every natural-person founder
- Corporate founder: an extract of its foreign register and its articles
- Branch: the foreign deed and articles, with registration proof no more than 1 month old
- The intended directors; non-executives on a one-tier board are natural persons
- What is contributed, cash or in kind (in kind closes the electronic route)
- Cooperative: at least 2 members and U.A., B.A. or W.A.; STAK: the shares to certify
- A written power of attorney where a founder does not appear before the notary
Capital, state costs and deadlines
What the state charges and when. The notary's fee is not regulated; ours is quoted on request.
Notary fees for a cooperative, a foundation or a STAK are not published. Figures as at October 2026.
| Item | Rule or amount | Statute and year | Source |
|---|---|---|---|
| KVK registration fee, any form | EUR 85.15, one-off | Art. 5 Financiële regeling handelsregister 2019, 2026 | wetten.overheid.nl |
| First registration of a legal person | Within one week of the deed | Art. 20 Hrw 2007 | Handelsregisterwet 2007 (Business Register Act) |
| Capital, BV | No statutory minimum; EUR 0.01 paid in, in practice | Art. 2:178 BW | Civil Code, Book 2; business.gov.nl |
| Capital, NV | EUR 45,000 paid up | Art. 2:67 lid 2 and 3 BW | Civil Code, Book 2 |
| Notary fee, BV | EUR 500 to 1,500, an official indication, not a tariff | business.gov.nl, checked on 3 October 2026 | business.gov.nl, private limited company |
| Notary fee, NV | On average EUR 500 to 2,200, an official indication, not a tariff | business.gov.nl, checked on 29 September 2026 | business.gov.nl, public limited company |
| Annual accounts, BV and NV | Drawn up within five months, extendable by five; filed within eight days of adoption, in any case within twelve months | Arts. 2:210 and 2:394 BW | Civil Code, Book 2 |
| Annual accounts, cooperative | Drawn up within six months, extendable by at most four | Art. 2:58 lid 1 BW | Civil Code, Book 2 |
| Public accounts, foundation and CV | Foundation: only with commercial activities and two consecutive years of turnover of at least EUR 7.5 million. CV: only if all managing partners are foreign capital companies | Art. 2:360 lid 3 and lid 2 BW | business.gov.nl, foundation and limited partnership |
Problems we solve
What founders abroad run into, and how we handle it, without promising an outcome.
- Online formation planned where it is closed
Only a BV, only EU-national founders, cash only (art. 2:175a lid 1, art. 2:191a lid 4 BW). A non-EU founder, as for a Dutch BV under the Dutch American Friendship Treaty, signs the paper deed by power of attorney. A ready-made company in the Netherlands, bought by notarial share transfer (art. 2:196 lid 1), is a separate route.
- Forms described wrongly elsewhere
A CV has no legal personality (art. 2:3 BW); an NV is not listed by nature (art. 2:82); cooperative members are liable unless U.A. or B.A. ends the name (art. 2:56 lid 1).
- A STAK where the BV's articles would do
Non-voting shares (art. 2:228 lid 5) and shares without profit rights (art. 2:216 lid 7) do part of a STAK's work; a STAK never removes the owners from the UBO analysis. Drafting: the articles of association guide.
- Dutch by incorporation, with exceptions
A Dutch BV is deemed established here for most of the Corporate Income Tax Act (art. 2 lid 5), not for the participation exemption and fiscal unity, where the actual place of management decides. A non-EU/EEA company run almost wholly from here is formally foreign, under Dutch accounts and director-liability rules.
- Virtual Office in Amsterdam
Founders abroad meet the address question at the notary's desk. A business address in the Netherlands is a separate, domicile-only service, never sold to the same client with bookkeeping or tax returns, and outside the form plan.
Want the remote route checked for your founders?
Tell us each founder's nationality and contributions. We confirm which forms can be set up without travelling.
Why work with us
Floris Hendriks, Formation and corporate changes lead, Amsterdam. Dutch, English, German.
From our practice: the form of each layer is settled before any deed is drafted, and the remote-formation question comes first, because nationality and contributions decide the route. Then the file goes to the notary and the KVK.
Frequently Asked Questions
Can a non-EU founder set up a Dutch company online?
Not by electronic deed. That route is open only for a BV, only where every natural-person founder is an EU national (art. 2:175a lid 1 BW), and only with cash contributions (art. 2:191a lid 4). A non-EU founder takes the paper route and signs the Dutch notarial deed through a written power of attorney.
Do I need to travel to the Netherlands to form an NV, a cooperative or a STAK?
No. Each is formed by a notarial deed in Dutch, and a founder abroad can act through a written power of attorney; a STAK takes three deeds. A CV needs no notarial deed at all, and a branch is registered at the KVK with the foreign company's own deed and articles.
Does a STAK keep the owners of a BV out of the UBO register?
No. Before the UBOs are determined, all STAK documents are examined, so certification does not remove the UBO analysis. Natural persons who direct a foundation holding only shares for certificate holders are exempt from the trust-office licence (art. 2 Regeling toezicht trustkantoren 2018). The board is your own people: we never sit on it.
Are members of a Dutch cooperative liable for its debts?
For a deficit, yes, unless the name ends in U.A. or B.A. U.A. (uitsluiting van aansprakelijkheid) excludes member liability and B.A. (beperkte aansprakelijkheid) limits it; without either, W.A. applies (art. 2:56 lid 1 BW). A cooperative also needs at least 2 members, and its member capital is not tradable like BV shares.
Do I need a notary to set up a CV?
No. No notarial deed is prescribed for a CV, and the partnership contract is optional: the partners can draw it up themselves. The CV is registered at the KVK. It has no legal personality and no share capital (art. 19 lid 3 Commercial Code), and its managing partner is fully liable.
Is a Dutch BV taxed in the Netherlands if it is managed from abroad?
For most of the Corporate Income Tax Act, yes: a body incorporated under Dutch law is deemed established in the Netherlands (art. 2 lid 5 Wet Vpb). For the participation exemption and fiscal unity articles, the actual place of management decides instead. Which position your group takes is tax advice, given by a tax adviser.
What are the different types of business structures in the Netherlands?
Six legal persons under art. 2:3 BW: the association, the cooperative, the mutual guarantee society, the NV, the BV and the foundation. Then the partnerships without legal personality (the VOF, the CV and the maatschap) and the sole proprietorship, or eenmanszaak. A foreign company can also act here through a registered branch.
What does BV stand for in Dutch company names?
Besloten vennootschap met beperkte aansprakelijkheid: a private company with limited liability. By law its name begins or ends with those words, or with "B.V." (art. 2:177 lid 2 BW). It is the default Dutch vehicle for holding, finance, IP and operating companies, with no statutory minimum capital (art. 2:178 BW).
Is there a Dutch Companies Act?
No single act carries that name. Dutch company law is Book 2 of the Civil Code (Burgerlijk Wetboek, BWBR0003045), which governs the BV, the NV, the cooperative and the foundation. Partnerships such as the CV sit in the Commercial Code (Wetboek van Koophandel, BWBR0001838), and register duties in the Handelsregisterwet 2007.
BV or NV: what does the NV require that the BV does not?
EUR 45,000 paid up (art. 2:67 lid 2 and 3 BW), a bank statement for cash (art. 2:93a), an auditor's statement for contributions in kind (art. 2:94a lid 2) and a Dutch deed with no electronic route. A BV can later become an NV by notarial deed of conversion, without the nine-tenths majority (art. 2:18 lid 3).
Which Dutch entities can hold participations under the participation exemption?
A taxpayer holding at least 5% of the nominal paid-up capital of a company with share capital (art. 13 lid 2 sub a Wet Vpb), such as a holding BV. A member of a cooperative also holds a participation, with no percentage test (art. 13 lid 2 sub c). Whether it applies to your group is tax advice.
Why do groups use a Dutch cooperative as a holding layer?
Two rules of law explain the use. Membership of a cooperative is a participation with no percentage test (art. 13 lid 2 sub c Wet Vpb). And a cooperative withholds dividend tax only as a holding cooperative, and only on a membership right of at least 5% of profit or liquidation proceeds (art. 1 lid 7 and 8 Wet DB).
Is a Dutch CV taxed as a company?
Not since 1 January 2025. The CV is now tax transparent: its income and assets are attributed to the partners (Staatsblad 2023, 508). The exception is a reverse hybrid, which remains a resident corporate income taxpayer (art. 2 lid 3 Wet Vpb). Whether a given CV is a reverse hybrid is a question for tax advice.
Branch or subsidiary: what changes for a foreign company?
A branch is not a legal entity: it keeps the foreign company's law, is taxed on its permanent-establishment profit (art. 17 lid 3 sub a Wet Vpb) and registers no Dutch UBOs. A BV subsidiary is a Dutch legal person, deemed established here by incorporation (art. 2 lid 5). Which suits your market entry is settled in a conversation.
Does a Dutch foundation pay corporate income tax?
Only in so far as it runs a business (art. 2 lid 8 Wet Vpb). For the STAK, the government portal business.gov.nl states that it is not taxed and so files no financial statements. A foundation files public accounts only with commercial activities and two consecutive years of turnover of at least EUR 7.5 million.
Ready to map the forms of your structure?
Tell us the planned layers and where the founders and parent are. We reply with the form for each layer.
- Name
- Which layers are you planning? (holding, operating, finance or IP, control, investment, EU entry, not sure)
- Are all natural-person founders EU nationals? (yes, no, mixed)
- Where is the parent or the main shareholder resident?
Confirmation: Thank you. We reply to the email address you gave.