Setting up a Dutch company is a short administrative process wrapped around one decision that is expensive to reverse: whether you incorporate a BV or trade as yourself.
This guide covers that choice, the KVK and Belastingdienst sequence, what a notary does and costs, incorporating from abroad, and the filing obligations that begin the moment the company exists.
The Structure Decision
An eenmanszaak taxes profit as your personal income, gives you the entrepreneur reliefs, costs almost nothing to start, and leaves you personally liable for every debt the business incurs.
A BV is a separate legal person: your liability is limited to what you put in, the company pays corporate tax, and you extract money as salary and dividends.
Dutch corporate income tax runs at 19 per cent on the first €200,000 of profit and 25.8 per cent above it.
The participation exemption makes qualifying dividends and capital gains from subsidiaries tax-free at the parent, which is the reason so many international groups hold their subsidiaries through a Dutch BV.
The rule that surprises people arriving from the US is the DGA customary salary: own 5 per cent or more of a BV and work in it, and you must pay yourself a salary the Belastingdienst regards as normal for the work, whatever the company’s cash position.
The statutory minimum is set annually and you cannot simply take dividends instead, though a reduced salary can be agreed in a genuine start-up phase.
Most founders who intend to raise investment, take on staff, or carry commercial risk start with a holding BV owning an operating BV, because retrofitting that structure later is a taxable event.
KVK Registration And Tax Numbers
Every business in the Netherlands must appear in the Handelsregister at the KVK, without exception.
A sole proprietorship or partnership registers in person at a KVK office with valid ID, a business name, a description of activities and a Dutch business address.
There is a one-time fee - currently a little over €85, and published on kvk.nl - and you leave with a KVK number.
For a BV, the notary handles the registration as part of the incorporation, so you do not book an appointment yourself.
KVK forwards your details to the Belastingdienst, and your tax numbers follow by post within roughly two weeks.
A VAT identification number is issued if your activities are subject to BTW, and it must appear on every invoice alongside your KVK number.
Non-resident founders should expect additional verification before a VAT number is issued, and a genuine Dutch address and bank account shorten that considerably.
A KVK extract, the uittreksel, is the document banks, landlords and clients ask for as proof the company exists, and you can order it online at any time.
The Notary
A BV can only be created by notarial deed executed by a Dutch civil-law notary - there is no self-service route.
The deed contains the articles of association: share capital, share classes, voting rights, how profits are distributed and how decisions are made.
The default template is fine for a single founder and actively unsuitable for two, so if there is more than one shareholder, spend the money on a shareholders’ agreement at the same time.
The notary also collects the UBO details - anyone holding 25 per cent or more of the shares or voting rights - and files them under the anti-money-laundering rules.
Notary fees for a standard incorporation typically run from around €500 to €1,500, rising with the complexity of the articles and with a holding structure.
Budget in the region of €2,000 to €5,000 for a complete straightforward set-up once advice, the address and the first year’s accounting are included.
You may trade as a BV in oprichting once the process is under way, but you remain personally liable for anything done in that window until the deed is executed.
Incorporating From Abroad
You do not have to be in the Netherlands to incorporate.
Grant a power of attorney to a representative here and the notary can execute the deed without you present.
What the notary will need is identification that has been legalised or apostilled, proof of address, and increasingly a video identification session to satisfy their own client-verification duties.
The remote route is well worn and the delays, when they happen, come from document legalisation in your own country rather than from the Dutch side.
Ongoing Obligations
Every BV must deposit annual accounts with KVK within twelve months of the financial year end, and the deadline is not advisory.
Late filing is treated as improper management, which means directors can be held personally liable for the company’s debts if it later becomes insolvent.
A corporate income tax return goes to the Belastingdienst each year, and VAT returns quarterly or monthly depending on turnover.
If you employ anyone - including yourself as DGA - you register as a withholding agent and file payroll returns monthly, remitting wage tax and social security contributions.
Dutch payroll penalties are automatic and unforgiving, which is why almost every small BV outsources this to a payroll bureau rather than running it in-house.
International hires may qualify for the 30 per cent ruling, and the application must be made jointly with the employee within four months of their first working day to be backdated.
Dutch employment law is materially more protective than US practice: dismissal requires a legal ground and, in most cases, prior permission from UWV or a court, so hire deliberately and use the probationary period.
Frequently Asked Questions
Can a foreigner start a Dutch company?
Yes - EU and EEA nationals need no permit at all.
Others generally need a residence permit for self-employment, with the Dutch-American Friendship Treaty and the startup visa as the two simpler routes.
What does it cost to set up?
An eenmanszaak costs the KVK registration fee and nothing else.
A BV adds notary fees of roughly €500 to €1,500, with a complete straightforward set-up usually landing between €2,000 and €5,000.
What is the corporate tax rate?
19 per cent on the first €200,000 of profit and 25.8 per cent above that.
Do I have to pay myself a salary?
If you hold 5 per cent or more of a BV and work in it, yes - the customary salary rule sets a statutory minimum, revised annually, and dividends are not a substitute.
Can I incorporate without coming to the Netherlands?
Yes, by granting a power of attorney to a representative who signs before the notary.
You will need legalised or apostilled identification and, usually, a video identification session.
What do I have to file every year?
Annual accounts with KVK within twelve months of the year end, a corporate income tax return, VAT returns quarterly or monthly, and payroll returns monthly if anyone is on the payroll.
Missing the KVK deadline exposes directors to personal liability, which makes it the one to guard.
