The following documents and information are the minimum requirements for the incorporation of a BV in the Netherlands. The documents are only required if the incorporator and/or shareholder is a company (not individual(s)). The documents need to be in Dutch or English.
- The name of the BV.
- The purpose of the BV.
- A recently* certified** extract of local Chamber of Commerce (or equivalent) of the incorporating company. This extract shows that the company is incorporated and it shows information on the company (who are the directors and shareholders etc.).
- A recently* certified** copy of the Shareholders Register (or equivalent) of the incorporating company. With this we mean a company-maintained list of names and addresses of the shareholders, stating their paid up share capital and/or their nominal share capital in the company.
- A recently* certified** copy of the articles of association (company statutes) of the incorporating company.
- If not listed on the extract (number 3), a recently* certified** document stating who the legal representatives of the incorporating company are. For the incorporation, the Dutch notary may ask a lawyer’s letter to verify the representation.
- Recently* certified** copies of the passports of the future director(s) of the BV and the incorporator(s) if they are individuals, and the UBO(’s)***.
- Are there any trusts involved? If so, what kind of trust is it (irrevocable, discretionary)? And who are settler and beneficiaries (if irrevocable)?
Making an appointment in Amsterdam, so that we can do the identification ourselves, would definitely help speeding up the process. You can then also sign the Power of Attorney here (authorizing the notary to incorporate the BV) and of course it is also possible to discuss any other legal matters. However, it is not necessary to come to Amsterdam to incorporate a BV. In that case you have to legalize the Power of Attorney by a notary in your own country and send it to us.
* The certified documents may not be older than 1 month at the moment of incorporation.
** With ‘certified’ we mean that you have to request a certified document from the relevant authority. If the relevant authority is not able to provide you the certified document, you have to go to a civil-law notary in your country to ask for an apostille stamp (in accordance with the Hague Convention of 5 October 1961). The document will then be apostilled/legalized. Please note that the notary may require certain documents or information, like your passport and a document that shows that you are authorized to legally represent the company (the incorporator).
*** Ultimate Beneficial Owner (UBO) means:
- an individual owning an interest of more than 25% of the capital of the legal entity, an individual authorized to cast more than 25% of the votes in a shareholders meeting of a legal entity (not being a foundation), or an individual with an actual control of more than 25% over the legal entity of the votes in a shareholders meeting of a legal entity, unless this legal entity has an official stock market quotation.
- a beneficiary of 25% or more of the estate, share in profits or liquidation estate of any legal entity or any trust, any person with special control of 25% or more over the estate of any legal entity or any trust.