Would you like to start a private limited company (BV) in the Netherlands? We will let you know, step-by-step, how to do it!
Step 1: Check availability of the trade name
Due to intellectual property rights, a previous registration of the same or similar trade name might cause problems. Therefore, you are well-advised to investigate whether or not the trade name you have in mind is already being used by a different company.
Step 2: Draft and ratify deed of incorporation
The initial action in the incorporation procedure consists in the drafting of a notarial deed of incorporation, which will be done by a civil-law notary. The deed of incorporation includes the articles of association. The articles of association are the principles of the BV establishing the mutual relationships within the company. The content of the articles of association should be considered carefully, thus it is advisable to get the advice of a lawyer. The deed of incorporation has to be signed by the incorporator(s) – or by an authorized representative acting on their behalf – and by the civil-law notary.
Step 3: Pay up minimum start-up capital
To be able to establish a BV, at least 1 eurocent has to be paid into the company.
Step 4: Register the BV
After the deed of incorporation has been signed and the minimum start-up capital has been paid up, the BV has to be listed in the Trade Register of the Chamber of Commerce (KvK). Before this registration the BV can engage in trade. Until it has been listed it will be considered a BV in formation. However, people acting on behalf of the BV in formation, commonly directors, are in principle liable for the fulfilment of agreements concluded by the BV in formation. After the registration the BV will be liable.
Step 5: Conclude a shareholders’ agreement
Do you establish the BV with one or more shareholders? Then, it is advisable to make mutual agreements and establish them in a shareholders’ agreement.
Tip for all steps: Engage a lawyer
If you intend to set up a BV, you will have to make sure that it is well-established at once. Thorough preparations are essential, especially regarding the future success of a new business. Therefore, ask the advice of a lawyer who can help you even before taking step 1. Naturally, we will gladly assist you. Contact us.