Company formation
Set Up a Dutch Subsidiary BV for Your Foreign Company
Your parent's papers, the notarial deed and the KVK filing prepared as one file, with your own people on the board.
- KVK registration fee EUR 85.15, one-off (2026)
- No statutory minimum capital for a BV (art. 2:178 BW)
- One founder suffices: your company can hold all the shares
What's included
We prepare and coordinate the incorporation of a foreign company's Dutch BV and run its filings afterwards, one service of the practice behind the company registration page.
The structure decision
Branch or subsidiary; the besloten vennootschap (BV) or an NV; the shareholding; a Dutch holding layer or not; the board.
The parent's document file
What the notary will ask your company for, and why: its own law governs its capacity and its signatories.
Legalisation planning
Apostille, two-step legalisation or none, by each issuing country's route; a sworn translation where asked.
Notary coordination
Briefing the Dutch civil-law notary (notaris): the deed in Dutch, the written power of attorney, the Wwft checks, the execution.
Registration follow-through
The KVK and UBO filing within one week, the register entry checked, the VAT number and eHerkenning.
The bank file
KVK number first, a group chart, and an apostilled paper KVK extract for your home bank.
Running the subsidiary
Records of parent-BV acts, dividend declarations, corporate income tax and VAT returns, bookkeeping and accounting services, the annual accounts.
Where the service stops
We supply no director, resident director or nominee, do not act under a general power of attorney, and our address is never part of this engagement (Wtt 2018).
Subsidiary or branch: what changes
A subsidiary is a Dutch legal entity in its own right; a Dutch branch of a foreign company stays part of the company abroad (business.gov.nl, checked on 3 October 2026).
The official comparison and the statute; the choice stays with your board.
| Aspect | Dutch subsidiary (BV) | Branch |
|---|---|---|
| Legal status | A legal entity in its own right, with all the liabilities and duties of an independent Dutch company | Run under the foreign director's responsibility |
| Shareholder liability | The shareholder is not personally liable (art. 2:175 lid 1 BW) | Set out on the branch page |
| Formation | Notarial deed; one founder suffices (art. 2:175 lid 2 BW) | Set out on the branch page |
| Capital | No statutory minimum (art. 2:178 BW); an NV needs EUR 45,000 (art. 2:67 BW) | Set out on the branch page |
| KVK and Belastingdienst | Treated like any Dutch company; its legal form need not match the parent's | Set out on the branch page |
How a Dutch subsidiary is set up, step by step
Eight steps, each with its actor and any official timing.
Set by law or an official pagePractice indicationNo official time
- Decide the vehicleThe parent with usNo official time is published
- Approve and collectThe parent, its home registry, foreign ministry or Dutch consulateNo official time is published
- Draft the deedThe notary with usElectronic route: ten working days (art. 2:175a lid 3 BW) Paper route: no official time is published
- Wwft check and executionThe notaryNo official time is published
- KVK registrationThe notary filesWithin one week of the deed (art. 20 lid 1 Hrw 2007)
- The Belastingdienst writesThe BelastingdienstLetter within 2 weeks VAT number within 10 workdays
- Bank accountYou with the bank, us for the fileOften 2 to 8 weeks; the bank decides
- Running cycleThe BV and its parentDividend declaration within one month Changes within one week
Decide the vehicle
Branch or subsidiary, BV or NV, the shareholding, a holding layer, the board. The parent with us · no official time is published.
Approve and collect
The parent's board authorises a signatory, as its own law allows; each foreign document is legalised by its country's route. The parent and its home authorities · no official time is published.
Draft the deed
In Dutch, capital in euro or another currency, no minimum (Book 2 BW, art. 2:176 lid 1). The English route is for EU-formed parents only: incorporating a Dutch BV online by English deed. The notary with us · electronic route ten working days (art. 2:175a lid 3 BW).
Check and execute
The notary's Wwft due diligence on the parent and its UBOs, then the attorney holding the written power signs. The notary · no official time is published.
Register
The notary files the BV and its UBOs with the KVK. Until then, the directors are jointly and severally liable for acts binding the BV (art. 2:180 lid 2 BW). Within one week of the deed (art. 20 lid 1 Hrw 2007).
The Belastingdienst writes
Informed automatically: a letter by post, a VAT number where activities are taxable, then eHerkenning for the returns. Letter within 2 weeks; VAT number within 10 workdays.
Open the bank account
KVK number first, a group chart for the bank: see Dutch business bank account. You with the bank, us for the file · often 2 to 8 weeks.
Run the group relationship
Written records of parent-BV acts (art. 2:247 BW), the board's liquidity test before each dividend (art. 2:216 lid 2 BW), returns and accounts. Dividend declaration within one month; changes within one week.
Which head-office documents should you order first?
The legalisation route of your parent's country decides the order, so we plan the file before anything is ordered.
What your parent company must supply
Dutch law leaves your company's existence, capacity and signing authority to the law it was incorporated under (Book 10 BW, art. 10:118 and 10:119).
- A recent extract from your home commercial register; the notary sets its maximum age
- Your company's current articles or by-laws
- Proof of who may sign: a board resolution, certificate of incumbency or home equivalent
- The board resolution approving the incorporation and authorising the signatory
- A written power of attorney to take part in the deed (art. 2:176 lid 1 BW)
- Legalisation by each issuing country's route (NetherlandsWorldwide); a sworn translation where asked
- Usually, a capacity legal opinion from a lawyer in your jurisdiction (notary practice)
- Identification of the signatory and each future director, for the notary's Wwft check
- The ownership chart up to the natural persons, or proof of the listed-group exemption
- Decisions: name, statutory seat, capital and share classes, the board, the financial year
- The shareholding percentage, and a group chart for the bank
Dutch state fees, deadlines and filings
What the Dutch state and the notary charge, and when each filing is due. Our own fee is on request.
State charges and statutory deadlines for a Dutch subsidiary BV in 2026. Legalisation, translation and legal-opinion costs abroad are not Dutch fees and are not shown.
| Item | Figure | Legal basis |
|---|---|---|
| KVK registration fee, one-off, per BV | EUR 85.15 (2026), the same for every legal form | Art. 5 Financiële regeling handelsregister 2019 |
| Notarial deed of incorporation | EUR 500 to EUR 1,500, the KVK's indication; notary fees are not a state tariff | KVK, registering a Dutch BV or NV |
| Capital of a BV | No statutory minimum; at least EUR 0.01 in practice | Art. 2:178 BW; business.gov.nl BV page |
| First KVK registration | Within one week of the deed | Art. 20 lid 1 Handelsregisterwet 2007 |
| Register and UBO changes | Within one week | Art. 20 lid 2 Handelsregisterwet 2007 |
| Certified KVK extract | EUR 9.60 digital, EUR 19.20 paper (2026) | Tariff annex, Financiële regeling handelsregister 2019 |
| KVK Group Structure Overview | EUR 3.40 per group relation (2026) | Tariff annex, the same regeling |
| Apostille at a Dutch court (a Dutch document going abroad) | EUR 27 in 2026 (EUR 26 in 2025) | Rechtspraak, apostille and legalisation page |
| Annual accounts | Drawn up within five months, extendable by five; filed within eight days of adoption, at the latest twelve months after year end | Art. 2:210 and 2:394 BW |
| IND recognition as a sponsor (only if non-EU staff are sent) | EUR 5,080; EUR 2,539 for an undertaking with at most 50 employees, counted across its group | IND fee table 2026; VV 2000 art. 1.11(2)(b) |
Getting profits back to the parent
In 2026 the subsidiary pays corporate income tax at 19 percent up to EUR 200,000 and 25.8 percent above (Wet Vpb, art. 22); the corporate tax guide covers the return. What reaches the parent is then a question of netherlands withholding tax: it depends on where the parent sits and what it holds.
The statute on a subsidiary's dividend to its parent; it does not say which structure suits your group.
| Parent's situation | Withholding | Conditions | Legal basis |
|---|---|---|---|
| Resident in another EU or EEA state, or in a treaty state whose treaty has a dividend article | 0 percent | At least 5 percent of the nominal paid-up capital; beneficial owner; no artificial arrangement; a declaration within one month of each dividend | Art. 4 lid 2, 3 sub c, 4 and 11 Wet DB 1965; art. 13 lid 2 sub a Wet Vpb |
| Any other parent | 15 percent | Dividend tax return within one month | Art. 5 Wet DB 1965 |
| Affiliated, in a jurisdiction with no profits tax or a rate below 9 percent, on the EU list, or in an abusive structure | Conditional withholding tax 25.8 percent (2024 to 2026); dividends included since 1 January 2024 | Dividend tax withheld on the same benefit is credited | Art. 1.2, 2.1, 4.1 and 5.2 Wet bronbelasting 2021 |
| A Dutch holding BV in a fiscal unity, or under the domestic participation exemption | No dividend tax | The Dutch route set out under "Problems we solve" | Art. 4 lid 1 sub a and b Wet DB 1965 |
| Substance safe harbour, tested at the parent | A rebuttable presumption against the artificial-arrangement test | Half the board resident in the parent's state; wage bill at least EUR 100,000 times the country factor; an office there for at least 24 months | Art. 4 lid 12 Wet DB 1965; art. 1bis Uitvoeringsbeschikking dividendbelasting 1965; art. 2 Uitvoeringsregeling bronbelasting 2021 |
Problems we solve
The questions a parent company's board asks before it signs.
- "Why does the notary want our head office's papers?"
Your company's own law decides its capacity and who signs for it. We map the legalisation route before anything is ordered.
- "Can we do it online, in English?"
A parent formed under EU member-state law with its seat in the Union founds electronically through its authorised director, in ten working days. A parent formed outside the EU plans for the paper deed.
- "Is the parent liable for the BV's debts?"
Not as shareholder (art. 2:175 lid 1 BW). Liability can arise as director, as policy-setter in a bankruptcy, from a distribution it should have refused, or by choice under art. 2:403; the map shows each article.
- "Can we skip the subsidiary's accounts?"
Only through art. 2:403 BW: the parent's written joint and several liability for the BV's debts, yearly shareholder consent and a consolidation under EU accounting law. Past debts stay covered after withdrawal. The deadlines are in the annual accounts guide.
- "Can we offset losses against the parent's profits?"
Not through a Dutch fiscal unity: both members must be established in the Netherlands (art. 15 lid 4 sub c Wet Vpb). Routes: a Dutch holding BV, or two Dutch sisters under an EU or EEA top company.
- "What will the register show about us?"
The parent's name, address, foreign register number, register and country as holder of all shares (Handelsregisterbesluit 2008, art. 22 and art. 1). Anyone can buy the Group Structure Overview; the Dutch UBO register looks through to people above 25 percent.
- "Why is the bank taking so long?"
Officially, a foreign, particularly non-EU, parent makes an account harder to open; the bank asks for a group chart. We deliver the file complete and promise no date.
Is your parent company formed outside the EU?
Then the paper deed in Dutch, the legalisation chain and a Dutch fiscal unity route are planned before the first document is ordered.
Why work with us
The home-register extract is ordered last, once the legalisation route of the parent's country is known: the notary sets its maximum age. The notary executes and files; the KVK registers.
Joost van Leeuwen, company formation and company law lead, Amsterdam; eleven years on Dutch company files; Dutch, English and German.
Related services
- A Dutch holding layerThe route when a group outside the Netherlands wants a Dutch fiscal unity or a holding layer.
- An existing BVBuyer-side help with a notarial share transfer.
Frequently Asked Questions
Is our parent company liable for the Dutch subsidiary's debts?
Not as shareholder: a BV's shareholder is not personally liable (art. 2:175 lid 1 BW). The parent can be liable as director, which passes to its own directors (art. 2:11), as policy-setter in a bankruptcy (art. 2:248 lid 7), as recipient of a distribution it should have refused (art. 2:216 lid 3), or by choice through an art. 2:403 statement.
Can you provide a local director for our subsidiary?
No. Acting as director for a client is a trust service under art. 1 of the Wtt 2018 that needs a licence from De Nederlandsche Bank, and offering it is an offence (art. 3 lid 4 sub a). Your subsidiary's board is your own appointees or hires; we prepare their file for the notary and the KVK.
Can the subsidiary be set up online and in English with our company as founder?
Yes, if the parent is formed under EU member-state law with its seat, central administration or principal place of business in the Union. It founds through its authorised director, and the notary has ten working days (art. 2:175a lid 3 BW). A parent formed outside the EU plans for the paper deed in Dutch with a written power of attorney.
Why does the notary need our head office's documents, and do they need an apostille?
Dutch law leaves the parent's existence, capacity and representation to the law it was incorporated under (art. 10:118 and 10:119 BW), so the notary asks for proof under that law. Legalisation is usually done in the issuing country: an apostille in Convention states, often two steps elsewhere, sometimes a sworn translation. The notary decides what it accepts.
Can our foreign parent and the Dutch subsidiary form a fiscal unity?
No. A fiscal unity needs at least 95 percent with full legal and economic ownership, and both members established in the Netherlands (art. 15 lid 1 and lid 4 sub c Wet Vpb). What remains: a Dutch holding BV, or two Dutch sisters under a top company in an EU or EEA state, at most three months retroactive.
Can the subsidiary pay dividends to the parent without Dutch withholding tax?
At 0 percent, if the parent resides in an EU or EEA state or a treaty state with a dividend article, holds at least 5 percent of the nominal paid-up capital, is the beneficial owner and is not in an artificial arrangement (art. 4 Wet DB 1965). The BV declares each dividend within one month. Otherwise 15 percent (art. 5).
What if our parent company sits in a low-tax jurisdiction?
An affiliated parent where profits tax is absent or below 9 percent, or on the EU list, meets the conditional withholding tax of the Wet bronbelasting 2021: 25.8 percent from 2024 to 2026, dividends included since 1 January 2024. Dividend tax withheld on the same benefit is credited. The 2026 list includes the Cayman Islands, Jersey and Panama.
Can a foreign company be the sole shareholder and founder of a Dutch BV?
Yes. One founder suffices and the BV is formed by notarial deed (art. 2:175 lid 2 BW). The Business Register records the parent as holder of all shares, with its name, address, foreign register number and the register's name and country (art. 22 and art. 1 Handelsregisterbesluit 2008). The BV's legal form need not match the parent's.
Does the subsidiary have to file its own annual accounts?
Yes, as a rule. The board draws them up within five months of year end, extendable by five, and files them within eight days of adoption, at the latest twelve months after year end (art. 2:210 and 2:394 BW). The art. 2:403 exemption applies only if the consolidating parent declares itself jointly and severally liable for the BV's debts.
What will the Business Register show about our group?
The parent as holder of all shares, with its foreign register details, and every director, a corporate director included, with entry dates and whether they represent alone or jointly (art. 22 lid 1 sub a and e Handelsregisterbesluit 2008). Anyone can also buy the KVK Group Structure Overview, at EUR 3.40 per group relation in 2026.
Who is the UBO of a subsidiary owned by a foreign company?
The natural persons who directly or indirectly hold more than 25 percent of the shares, votes or ownership interest; failing those, the senior managing officials (art. 3 Uitvoeringsbesluit Wwft 2018). A foreign UBO is registered like any other, and 100 percent subsidiaries of listed companies register none. The notary files the UBOs together with the BV.
How long does it take, and what does the Dutch state charge?
Only the electronic route has a statutory clock, ten working days. KVK filing follows within one week of the deed, the tax letter within 2 weeks, the VAT number within 10 workdays. KVK fee EUR 85.15 (2026); the KVK indicates EUR 500 to EUR 1,500 for the notary. Paper-route times are not published. Our fee is on request.
Branch or subsidiary: which one fits a foreign company?
That decision is yours; the law sets out the difference. A subsidiary is a Dutch legal entity in its own right, with all the liabilities and duties of an independent Dutch company. A branch has no separate legal personality and runs under the foreign director's responsibility. We set out the consequences for your group before anything is signed.
What is the Dutch equivalent of an LLC?
The BV, the besloten vennootschap or private limited company: a legal person whose shareholders are not personally liable (art. 2:175 BW), with no statutory minimum capital (art. 2:178 BW), though at least EUR 0.01 is paid in practice. The NV, the public limited company, needs EUR 45,000 of capital (art. 2:67 BW).
What is the Netherlands version of Companies House?
The KVK Business Register, the Handelsregister, kept by the Chamber of Commerce. For a new BV the civil-law notary usually registers the company and its UBOs there. A certified extract costs EUR 9.60 in digital form and EUR 19.20 on paper (2026), and a Dutch court can apostille the paper version for EUR 27.
Ask us to plan your Dutch subsidiary
Tell us where your parent is incorporated, the planned shareholding and whether staff will be sent; we reply with the route, the file and the state charges.