Buyer-side assistance
Buying a ready-made company in the Netherlands
We act for the buyer of an existing Dutch BV: checks before payment, the notary's transfer deed, and the filings due within one week.
- Share transfer by Dutch notarial deed
- KVK and UBO filings within one week
- Seller checked in DNB's public register
What a ready-made company is in Dutch law
Dutch law has no term for a shelf or ready-made company. The one official phrase on record, handel in lege vennootschappen (trade in empty companies), comes from an anti-fraud action plan. Buying one means buying the shares of an existing BV: a lawful transaction, and the alternative to the choice to form a company in the Netherlands from scratch.
The shares pass only by a deed executed before a notary holding office in the Netherlands (Civil Code Book 2, art. 2:196 lid 1, checked on 29 September 2026). The articles may add a blocking clause or a lock-up (art. 2:195 BW). An NV needs EUR 45,000 of capital (art. 2:67 BW).
Ready-made BV or a new BV
Side by side: an existing BV bought by share transfer, and a Dutch private company with limited liability formed new by notarial deed.
| Point | Ready-made BV (share transfer) | New BV (incorporation) | Source |
|---|---|---|---|
| Legal act | Deed of transfer before a notary in the Netherlands | Notarial deed of incorporation | Civil Code art. 2:196 lid 1 BW |
| KVK registration fee, 2026 | None where the company keeps its KVK number (an inference: the fee is charged on first registration) | EUR 85.15 on first registration | KVK fee page; KVK tariff regulation 2019 |
| Minimum capital | Nothing to pay in: the company already exists | No statutory minimum for a BV; an NV needs EUR 45,000 | Civil Code art. 2:178 and 2:67 BW |
| History and liabilities | All assets and liabilities, contracts, licences and the entire history pass | A new legal person with no past | KVK |
| Tax losses | Not carried forward after a change of ultimate interest of 30 percent or more (Belastingdienst, checked on 3 October 2026) | No earlier losses | Belastingdienst; art. 20a Wet Vpb |
| Fiscal unity with a holding | At least 95 percent of shares, votes, profit and assets, on joint request | The same terms | art. 15 lid 1 Wet Vpb |
| Participation exemption | From 5 percent of nominal paid-up capital; acquisition costs not deductible | The same 5 percent test | art. 13 lid 1 and lid 2 Wet Vpb |
| New name, seat or objects | A second notarial deed amending the articles | Set in the deed of incorporation | Civil Code art. 2:234 lid 1 BW |
State charges only, 2026. A foreign group has a third route, opening a branch in the Netherlands. Which route fits a structure is a question for a conversation.
What passes to the buyer with the shares
The shares carry the whole company, its past included. What the buyer receives, and what does not travel:
- The entire history of the business, from its first registration
- All assets and liabilities, rights and obligations
- Its staff, contracts and licences
- The same legal person, and so the same taxpayer, before and after the deed
- Its VAT and corporate income tax past, tax debts included
- The duty to file every return until dissolution, nil returns included
- Its KVK registration and KVK number
- Liability for a former fiscal unity's corporate income tax (art. 39 Invorderingswet 1990)
- Not included: a bank relationship; the bank checks the new owner itself
- Not included: cover for the incoming director, whose wage tax and VAT liability no seller warranty displaces
What to check before you pay
Run these six checks before money changes hands. Each tests a promise the seller makes; the KVK documents cost the 2026 statutory tariff.
| Check | What it tests | Where | State cost 2026 | Source |
|---|---|---|---|---|
| The seller in the DNB public register of trust offices | A professional seller of companies needs a DNB licence (Wtt 2018 limb c) | DNB | No charge stated | art. 1, 3 and 9 Wtt 2018 |
| KVK extract, register history, overview of deposits | Directors, address and shareholder history; what was deposited | KVK | EUR 2.95 each | KVK tariff regulation 2019, art. 4 |
| Each filed annual account | Every year public within twelve months (art. 2:394 lid 3 BW); a year in default is a dissolution ground (art. 2:19a lid 1 BW) | KVK | EUR 3.90 per document | Civil Code; KVK tariff regulation 2019 |
| Digitally certified UBO extract | Who is registered as ultimate beneficial owner | KVK | EUR 3.10 | KVK tariff regulation 2019, art. 4 |
| Articles and shareholders' register | Blocking clause or lock-up (art. 2:195 BW); register matching every prior deed (art. 2:196a BW); language of the articles (art. 2:234 BW) | The seller | None | Civil Code Book 2 |
| Tax filing record | All returns filed, nil returns included; open assessments; any past fiscal unity | The seller and your adviser | None | Belastingdienst; art. 39 Invorderingswet 1990 |
State charges under the Financiële regeling handelsregister 2019, 2026 tariffs, checked on 3 October 2026.
Due diligence is a mandatory step in the government's takeover plan on business.gov.nl.
How the acquisition works
Statute fixes a clock only after the deed; before it, no official time is published.
Compare it with a new BV
Weigh what the company carries into your group: older losses, fiscal unity at 95 percent, the participation exemption at 5 percent. Who acts: you and your tax adviser.
Check the seller
A professional seller of companies needs a DNB licence. Look the seller up in DNB's public register of trust offices (art. 9 Wtt 2018). Who acts: you, with us.
Read the company file
Pull the KVK extract, history, deposits and filed accounts, then read the articles and the shareholders' register for a blocking clause and gaps between deeds. Who acts: you, with us.
Review taxes and liabilities
Ask the seller for every return filed, nil returns included, open assessments, payroll records and any past fiscal unity. Who acts: you and your adviser, with the seller.
Instruct a Dutch notary
Agree terms and choose a notaris (civil-law notary), who identifies every party (art. 39 Wna) and carries out client due diligence before the deed. Who acts: buyer, seller and notary, coordinated with us.
Execute the transfer deed
The shares pass when the deed is executed; the company acknowledges the transfer, usually in the same session (art. 2:196a BW). Our page on share transfer in a Dutch BV covers the deed in depth. Who acts: the notary.
File the changes
Directors, address and the UBO change go to the KVK within one week, a duty each director owes personally (art. 18 and 20 Hrw 2007). Who acts: usually the notary, or the incoming director, with us.
Bank and running duties
The bank runs its own checks on the new owner. Accounts are drawn up within five months, extendable by five, and made public within twelve; inability to pay is notified within two weeks. Who acts: the new board.
- Compare with a new BVBuyerNo official time is published
- Check the sellerBuyer, with usNo official time is published
- Read the company fileBuyer, with usNo official time is published
- Review taxes and liabilitiesBuyer and adviser, with sellerNo official time is published
- Instruct a Dutch notarisBuyer, seller, notary, with usNo official time is published
- Execute the transfer deedNotarisShares pass at execution (art. 2:196a BW)
- File the changes at the KVKNotary or incoming director, with usWithin 1 week (art. 18 and 20 Hrw 2007)
- Bank and running dutiesNew boardAccounts in 5 months, public in 12; 2 weeks to notify inability to pay
Found a company you want to check?
Send us the company's name and the seller's terms. We go through the checks with you before any money moves.
Legal notes and limits
The seller's licence
Selling legal entities professionally is a trust service under limb c of art. 1 lid 1 Wtt 2018 and needs a DNB licence. A breach is a category 3 offence: base fine EUR 2,500,000 (Wtt 2018, checked on 29 September 2026).
Unfiled accounts
Accounts must be public at the latest twelve months after year end (art. 2:394 lid 3 BW). A missing year is presumed improper management, with a three-year look-back if the company goes bankrupt (art. 2:248 BW).
The incoming director's tax liability
A director is jointly and severally liable for the company's wage tax and VAT. A missed notification of inability to pay, due at the latest two weeks after the tax fell due, creates a presumption of fault (art. 36 Invorderingswet 1990).
Losses and the group
Older losses are not carried forward after a 30 percent change of ultimate interest. A former fiscal unity member stays jointly and severally liable for the unity's corporate income tax over that period (art. 39 Invorderingswet 1990).
Our role, and where it stops
We act for the buyer only. We do not sell, hold, list or match companies, act as director or nominee, or give the tax verdict. The transfer deed, and its fee, are the notary's.
Frequently Asked Questions
Is buying a ready-made company still worth it now that a new BV needs no minimum capital?
Capital no longer decides it: since the 2012 BV reform a new BV needs no statutory minimum capital (art. 2:178 BW). History decides it. An existing BV brings its whole past, tax position included, and its older losses do not survive a change of ultimate interest of 30 percent or more. The choice is one to discuss with us.
Does a ready-made company come with a bank account and a VAT number?
The VAT registration continues, because the legal person does not change when its shares are transferred (Belastingdienst). Whether the number is still active is a question to put to the seller. No official source says a bank account travels with the shares: the bank runs its own checks on the new owner and directors.
Am I liable for the company's old tax debts after I buy it?
The debts stay in the company, and the company is now yours: its VAT and corporate income tax past continues after the deed. If you also become a director, you are jointly and severally liable for its wage tax and VAT under art. 36 Invorderingswet 1990, and no seller warranty displaces that rule.
What if the previous owner left annual accounts unfiled?
The board is then presumed to have managed the company improperly, and that is presumed an important cause of any later bankruptcy, with a look-back of three years (art. 2:248 BW). A company at least a year in default with publishing its accounts can also be dissolved by the KVK (art. 2:19a lid 1 BW).
Do an older company's tax losses come with it?
Not once the ultimate interest in the company changes by 30 percent or more, in the Belastingdienst's reading of art. 20a Wet Vpb, and a purchase of all the shares will usually cross that line. The article has narrow escapes, an asset test and an activity test; whether one applies is a question for your tax adviser.
How do I check that the seller is allowed to sell companies?
Selling or mediating in the sale of legal entities is a trust service (art. 1 lid 1, limb c, Wtt 2018), and providing it professionally needs a DNB licence (art. 3 lid 1). A seller seated outside the EEA cannot hold one. Look the seller up in DNB's public register of trust offices (art. 9) before you pay.
Is it legal to buy a shelf company in the Netherlands?
Yes. No statute forbids buying the shares of an existing BV; they pass by a deed executed before a notary holding office in the Netherlands (art. 2:196 lid 1 BW). The restriction falls on the other side of the table: offering companies for sale commercially needs a DNB licence under the Wtt 2018.
Is buying a shelf company a good idea?
It depends on conditions, not on the company's age. Its whole history and liabilities pass with the shares; older losses are lost after a 30 percent change of ultimate interest; fiscal unity with your holding is available on the same 95 percent terms as for a new BV. Which route fits your structure is a conversation, not a rule.
What should I check before paying, and what does each KVK check cost?
At the 2026 KVK tariff: the extract, register history and overview of deposits at EUR 2.95 each, every filed annual account at EUR 3.90 per document and the certified UBO extract at EUR 3.10. Then check the seller in DNB's register, read the articles and the shareholders' register, and ask for the tax filing record.
Can I sign the transfer from abroad?
The deed is executed before a notary holding office in the Netherlands (art. 2:196 lid 1 BW), but a buyer need not appear in person. Appearing through a written power of attorney is the usual route; its form, and any legalisation, is a matter of notary practice. Questions about residence we take in a conversation.
Who files the changes with KVK after the transfer, and by when?
Every registrable change is filed within one week of the event (art. 20 lid 2 Hrw 2007), and the duty rests on each director personally (art. 18 lid 1). Most notaries inform KVK after a share transfer; the buyer may also do it. The UBO change is due within one week too.
Can I change the company's name and address?
Yes. A new name, seat or objects is an amendment of the articles and needs a second notarial deed, on pain of nullity (art. 2:234 lid 1 BW). The business address and the directors change by shareholder resolution, and each change is filed with the KVK within one week (art. 20 Hrw 2007).
Can my holding put the bought BV into a fiscal unity?
Yes, on the same terms as for a new BV. The parent needs at least 95 percent of the shares, votes, profit and assets; the unity is formed on joint request and takes effect at the earliest three months before the request (art. 15 lid 1 and lid 9 Wet Vpb).
What does the state charge for a takeover compared with a new BV?
A new BV pays the KVK first-registration fee of EUR 85.15 (2026). A takeover that keeps the company and its KVK number pays none, an inference from the KVK fee page, which charges on first registration. The pre-payment checks cost their 2026 tariffs, and the notary's fee is not set by tariff (art. 54 and 55 Wna).
What does BV stand for?
BV stands for besloten vennootschap, the Dutch private company with limited liability, which has no statutory minimum capital (art. 2:178 BW). Its public counterpart, the NV or naamloze vennootschap, needs EUR 45,000 of capital (art. 2:67 BW). The share transfer by notarial deed described on this page is the BV route.
Considering an existing Dutch BV?
Send us the company's name and KVK number; we start with the seller, the file, the accounts and the tax record.