Company forms
Dutch NV Formation for Founders Abroad
Your Dutch public limited company, formed through a notary: the EUR 45,000 evidenced, the KVK and UBO filings made, once we have confirmed an NV fits.
- EUR 45,000 issued and paid up (art. 2:67 BW)
- Bank statement to the notary (art. 2:93a BW)
- Dutch deed, no online route (art. 2:65 BW)
- KVK fee 2026: EUR 85.15
A Dutch NV, and when a BV does the job
An NV, naamloze vennootschap, is the Dutch public limited company: a legal person with its authorised capital in transferable shares, whose shareholders owe nothing beyond what is unpaid on their shares (art. 2:64 lid 1 BW). Belgian law uses the same letters; the 1602 East India Company is history. Every form: our company types service.
KVK's own test: an NV suits large companies, large investments and international operations, and for smaller companies a BV is often the better alternative. We form NVs for founders and groups abroad, EU and non-EU. An NV is a capital company, unlike the partnerships under vof netherlands.
What's included
Eight pieces of work, from structure to the running NV.
Structure review first
NV or BV, on KVK's own test. We set out the statutory differences that decide it before any NV work starts.
Capital and governance plan
The four capital terms, registered or bearer shares, any transfer restriction (art. 2:87 BW), and a two-tier board, a one-tier board or a board alone (art. 2:140, 2:129a BW).
The notary's file
Draft deed and articles in Dutch, every founder's identification, and the written power of attorney for a founder who does not travel (art. 2:65 BW). The notary executes the deed.
The capital evidence
We coordinate the bank's statement to the notary (art. 2:93a BW) or, for assets, the founders' description with an accountant's statement (art. 2:94a BW).
Registration follow-through
The notary files the Business Register and UBO entries within one week of the deed (art. 20 lid 1 Hrw 2007). We follow the KVK number letter, the RSIN and the tax letter.
First-year set-up
eHerkenning for tax filing, support with the business bank account, and the customary-salary question for a shareholder who also directs the NV.
Running the NV
Bookkeeping and accounting services, VAT and corporate tax returns, annual accounts (art. 2:101, 2:394 BW), the shareholders' register, the AGM calendar (art. 2:108 BW), register and UBO changes.
Where our work stops
The notary executes the deed. We never act as your director or supervisory director, give a general power of attorney, sell an existing NV, or bundle our address with it (Wtt 2018, art. 1 and 3).
NV or BV: the decision facts
KVK's own test: an NV suits large companies, and for smaller ones a BV is often better (kvk.nl, NV page, 2026). The statutory differences:
NV and BV compared, from Book 2 of the Civil Code and the Vreemdelingencirculaire 2000 (B); checked 29 September to 4 October 2026.
| Point | NV | BV | Source |
|---|---|---|---|
| Minimum capital | EUR 45,000 authorised, issued and paid up | No statutory minimum; EUR 0.01 in practice | Art. 2:67 BW; art. 2:178 BW |
| Bank statement at incorporation | Required for a cash contribution (art. 2:93a) | None since 1 October 2012 (art. 2:203a repealed) | Book 2 BW |
| Deed | Dutch, on paper, with a written power of attorney (art. 2:65) | Paper deed in Dutch, or electronic deed in English for EU nationals (art. 2:175a, 2:176 lid 2) | Book 2 BW, from 1 July 2026 |
| Shares | Registered, or bearer in giro form only (art. 2:82) | Registered only (art. 2:175) | Book 2 BW |
| Transfer | Notarial deed if unlisted (art. 2:86); deed plus acknowledgement if listed (art. 2:86c) | Notarial deed (art. 2:196) | Book 2 BW |
| Distributions | Balance-sheet test (art. 2:105 lid 2) | Liquidity test (art. 2:216) | Book 2 BW |
| Annual accounts | Five months plus five; listed: four, no extension (art. 2:101) | Five months plus five (art. 2:210) | Book 2 BW |
| DAFT substantial capital | 25 percent of paid-up capital, at least EUR 11,250 | At least EUR 4,500 | Vreemdelingencirculaire 2000 (B) |
| Directors' liability after the deed | Until filing, EUR 45,000 paid up, and a quarter of each share paid (art. 2:69 lid 2) | Until filing (art. 2:180 lid 2) | Book 2 BW, from 1 July 2026 |
DutchRegist: The Dutch BV: Private Limited Company
If the table points to a BV: the deed routes, the notary and the first-year duties.
The EUR 45,000 and the bank statement
The capital stays the NV's own money, never a fee. A BV has needed no bank statement since 1 October 2012 (art. 2:203a BW); an NV still does.
Four capital terms
The notary uses authorised (maatschappelijk), issued (geplaatst), paid-up (gestort) and called (opgevraagd) capital. Authorised and issued capital must each reach EUR 45,000 (art. 2:67 lid 2 BW), in euro (lid 1).
Paid up, and the ceiling
Paid-up capital: at least EUR 45,000 (lid 3). At least one fifth of authorised capital issued, so authorised is at most five times issued (lid 4). Up to three quarters of a share's nominal amount may stay uncalled, above that floor (art. 2:80 lid 1 BW).
Cash, through any EU or EEA bank
Annexed to the deed, a bank statement: the money is available to the NV at once, or stood on a separate account no earlier than five months before incorporation (art. 2:93a lid 1 BW). Issued by an EU- or EEA-licensed bank, to a notary only.
Foreign currency and withdrawals
The statement shows the euro equivalent of a foreign-currency amount (art. 2:93a lid 2 BW). Money taken from the separate account before incorporation leaves the founders jointly liable until the NV ratifies (lid 4).
Assets instead of cash
The founders sign a description of the assets, their value and the valuation method, dated no earlier than six months before incorporation; an accountant within art. 2:393 lid 1 BW issues a statement on it (art. 2:94a BW).
How NV formation works
A clock appears only where the law or an official page sets one; no total time is published.
Set by law or an official pagePractice indicationNo official time
- Structure reviewYou and usNo official time is published
- Name, seat and planYou and usNo official time is published
- Notary engagementThe notaryNo official time is published
- Power of attorneyA founder who does not travelNo statutory deadline; none published for legalisation
- Capital evidenceThe bank, or the founders and an accountantCritical path None published Business account often 2 to 8 weeks (business.gov.nl)
- Execution of the deedThe notaryThe NV exists on the day of execution
- KVK and UBO registrationThe notary filesWithin one week of the deed (art. 20 lid 1 Hrw 2007)
- Number, invoice and tax letterThe KVK and the BelastingdienstKVK invoice payable within four weeks Tax letter by post within 2 weeks (kvk.nl)
Structure review
NV or BV, the governance model, and whether the structure regime or the board-seat cap for large companies (art. 2:132a BW) can apply.
Name, seat and plan
A name with N.V., a seat in the Netherlands (art. 2:66 BW), your own Dutch business address (no P.O. box), the capital plan and share type.
Notary engagement
The notary drafts the deed and articles in Dutch, identifies every party (art. 39 lid 1 Wna) and runs the Wwft client due diligence.
Power of attorney
A founder who does not travel signs a written power of attorney (art. 2:65 BW), in practice legalised and apostilled abroad.
Capital evidence
The bank's statement to the notary, or the founders' description with an accountant's statement (art. 2:93a, 2:94a BW). The critical path, so we start it first.
Execution of the deed
The NV exists; its first directors are appointed in the deed, and the notary informs the bank at once (Book 2 BW, art. 2:93a lid 5).
KVK and UBO registration
The notary files and deposits the deed and statements (Hrw 2007, art. 20 lid 1); directors stay jointly liable until then and until the capital conditions are met (art. 2:69 lid 2 BW).
Number, invoice and tax letter
The KVK number letter, an EUR 85.15 invoice payable within four weeks, the RSIN, then the Belastingdienst letter, eHerkenning and the bank.
Not sure an NV is the right form?
Tell us about the business, investors and founders; we set out the NV-or-BV facts first.
Documents you will need
What the notary and the KVK ask for; "in practice" marks custom, not statute.
- Passport or identity card for every founder, director and supervisory director (art. 39 lid 1 Wna)
- The information the notary requests for its Wwft client due diligence
- A written power of attorney if you do not appear, legalised and apostilled in practice
- Cash contribution: the art. 2:93a BW bank statement, issued to the notary
- Contribution in kind: the founders' description and the accountant's statement (art. 2:94a BW)
- Corporate founder: its home-register extract, its articles and, in practice, a capacity opinion
- Subscriber data: names, dates and places of birth, addresses, shares and amounts paid
- UBO data with supporting documents (art. 15a Hrw 2007); none for a listed NV
- Proof of your Dutch business address; a P.O. box is not accepted
- Not required: a Dutch bank, a Dutch-resident director, or a residence permit
Dutch NV requirements, fees and deadlines in 2026
What the law and the state set for an NV in 2026; our fee is on request, and notary and set-up costs are on the formation cost page.
Dutch NV rules, state fees and deadlines for 2026, from the statutes in each row, kvk.nl and business.gov.nl; checked 29 September to 4 October 2026.
| Item | Rule or figure | Source and year |
|---|---|---|
| Share capital | At least EUR 45,000 issued and paid up; authorised at most five times issued | Art. 2:67 leden 2 to 4 BW (2026) |
| Capital evidence | Bank statement to the notary (cash); founders' description plus accountant's statement (in kind) | Art. 2:93a and 2:94a BW |
| Deed and notary | Notarial deed in Dutch; notary fees not regulated, business.gov.nl indicates EUR 500 to EUR 2,200 | Art. 2:64 lid 2 and 2:65 BW; art. 54 Wna; business.gov.nl, 2026 |
| Seat and address | Seat in the Netherlands; a Dutch business address, not a P.O. box | Art. 2:66 lid 3 BW; business.gov.nl, 2026 |
| KVK registration fee | EUR 85.15 one-off, the same for every legal form, VAT-exempt; payable within four weeks through the notary | Art. 5 Financiële regeling handelsregister 2019, from 1 July 2026; art. 3 lid 2 Financieel besluit handelsregister 2014 |
| First registration and UBO | Within one week of the deed; later changes within one week; UBO changes within 7 days | Art. 20 Hrw 2007; business.gov.nl, 2026 |
| Certified extract | EUR 9.60 digital, EUR 19.20 paper | Art. 1 and 2 Financiële regeling handelsregister 2019 (2026) |
| Corporate income tax 2026 | 19 percent up to EUR 200,000; 25.8 percent above | Art. 22 Wet Vpb 1969; kvk.nl, 2026 |
| Dividend withholding tax | 15 percent | Art. 5 Wet DB 1965 |
| Annual accounts | Drawn up within five months, extendable by five (listed NV: four, no extension); filed within eight days of adoption, at the latest twelve months after year end | Art. 2:101 and 2:394 BW |
Problems we solve
- The bank statement is the critical path
Any bank licensed in the EU or EEA may issue it, but whether a non-Dutch bank will do so is not published. We start it first. See our business bank account overview.
- "Can I sign online, in English?"
No. The NV deed is in Dutch, signed in person or by written power of attorney (art. 2:65 BW); the electronic deed is a BV route (art. 2:175a BW). We plan the power of attorney from day one.
- Liability that outlasts registration
Directors stay jointly liable until three conditions are met (art. 2:69 lid 2 BW); acts for the NV i.o. (in formation) bind whoever acted until ratified (art. 2:93 BW). See what Book 2 of the Dutch Civil Code requires of a director.
- Dividends and early losses
Distributions only above paid-up and called capital plus required reserves (art. 2:105 lid 2 BW), with 15 percent dividend tax withheld (art. 5 Wet DB 1965). Equity at half the paid-up and called capital or less: a general meeting within three months (art. 2:108a BW).
- A US founder on DAFT
Under the Dutch American Friendship Treaty route, an NV needs substantial capital of at least EUR 11,250, against EUR 4,500 for a BV (Vreemdelingencirculaire 2000 (B)).
Planning an NV for a group or an investor?
Send the shareholding, the capital route and the board you have in mind; we return the steps, the documents and the filing dates.
Why work with us
NV-or-BV review first, then the notary's file and power of attorney, the bank or accountant statement, the KVK and UBO filings, and the first-year calendar.
Joost van Leeuwen, company formation and company law lead, Amsterdam: eleven years on Dutch company files, in Dutch, English and German.
Frequently Asked Questions
Do I really need an NV, or will a BV do?
KVK says an NV is especially suited to large companies, large investments and international operations, and that a BV is often the better alternative for smaller companies. The statutory differences, from capital to the deed and distributions, are in the decision table on this page; we go through them with you before any NV work starts.
Can I incorporate an NV online or in English?
No. The deed of incorporation of an NV is executed in Dutch, and a power of attorney to take part in it must be in writing (art. 2:65 BW). The electronic deed and the English deed exist for the BV only (art. 2:175a and 2:176 lid 2 BW). A founder abroad signs a written power of attorney instead.
Does the EUR 45,000 have to be in a Dutch bank account?
No. Any bank licensed in the EU or an EEA state may issue the statement, and only to a notary. It confirms either that the money is at the NV's disposal at once, or that it stood on a separate account no earlier than five months before incorporation (art. 2:93a BW).
When does my personal liability as a director of a new NV end?
When three conditions are all met: the first registration is filed, the paid-up capital reaches EUR 45,000, and at least a quarter of every share issued at incorporation is paid (art. 2:69 lid 2 BW). Separately, acts done for the NV in formation bind those who acted until the NV ratifies them (art. 2:93 BW).
Can you provide a ready-made NV or a nominee director?
No. Selling legal entities and acting as director for a client are trust services that need a DNB licence, and offering them is itself caught (Wtt 2018, art. 1 and 3). We form a new NV, prepare the notary's file and coordinate the appointment of the board its founders choose themselves.
How much capital does an NV need, exactly?
Authorised and issued capital must each be at least EUR 45,000, and at least EUR 45,000 must be paid up. At least one fifth of the authorised capital must be issued, so the authorised capital is at most five times the issued capital (art. 2:67 leden 2 to 4 BW). The statute sets no higher minimum for the authorised capital.
Can I contribute assets instead of cash?
Yes. The founders describe the assets, their value and the valuation method, as at a date no earlier than six months before incorporation, and all of them sign the description. An accountant within art. 2:393 lid 1 BW then issues a statement on it, and both documents are annexed to the deed (art. 2:94a BW).
Can a foreigner or a foreign company own and run a Dutch NV alone?
One founder is enough (art. 2:64 lid 2 BW), and Book 2 of the Civil Code sets no residence or nationality rule for directors (art. 2:132 BW). No residence permit is needed to own the NV. Supervisory and non-executive directors must be natural persons (art. 2:140 and 2:129a BW); an executive director may be a legal person.
What does the state charge to register an NV in 2026?
A one-off KVK registration fee of EUR 85.15, the same for every legal form (art. 5 Financiële regeling handelsregister 2019, from 1 July 2026). Notary fees are not regulated (art. 54 Wna); business.gov.nl indicates EUR 500 to EUR 2,200. The EUR 45,000 capital stays the NV's own money. Our own fee is on request.
What is the main difference between a BV and an NV in the Netherlands?
Capital is the clearest: an NV needs EUR 45,000 authorised, issued and paid up (art. 2:67 BW), while a BV has no statutory minimum (art. 2:178 BW). An NV also needs a bank statement for a cash contribution and a Dutch paper deed. Shares, transfers, distributions and directors' liability differ too, as the decision table shows.
What does NV stand for, and what is a naamloze vennootschap in English?
NV stands for naamloze vennootschap, the Dutch public limited company: a legal person whose authorised capital is divided into transferable shares. Its shareholders are not personally liable and owe no more than what is still unpaid on their shares (art. 2:64 lid 1 BW). KVK and business.gov.nl both give public limited company as the English name.
Does a Dutch NV have bearer shares?
It may, if the articles say so, but only as a global certificate deposited with the central institute or an intermediary (art. 2:82 BW). Bearer shares not deposited in that way became registered shares by operation of law on 1 January 2020. A BV has registered shares only (art. 2:175 BW).
Do I need a supervisory board, and what is a structuur-NV?
Only under the structure regime. It needs three cumulative conditions (capital and reserves at a threshold set by royal decree, a works council required by law, as a rule at least 100 employees in the Netherlands) and three years of registration (art. 2:153 and 2:154 BW). Then the supervisory board has at least three members (art. 2:158 BW).
I am a US citizen on the DAFT route: does an NV help?
It raises the bar. On the DAFT route the substantial capital of an NV is 25 percent of its paid-up capital, so at least EUR 11,250, against EUR 4,500 for a BV (Vreemdelingencirculaire 2000 (B)). Borrowed capital does not count towards it. The permit itself and its other conditions are set out on our DAFT page.
What does "NV" mean after a company name?
It marks a Dutch public limited company: the name must begin or end with the words Naamloze Vennootschap or the abbreviation N.V. (art. 2:66 lid 2 BW). The same letters are also used in Belgian law for a Belgian company form, so the country of registration matters when you read a name.
Request an NV formation plan
Tell us about the business and the founders; we confirm whether an NV or a BV fits, then the capital route and the documents.