Setting up a Dutch BV: costs, notary, holding structure and step-by-step plan
A BV (besloten vennootschap) is the Dutch private limited company, and it can only be incorporated by a civil-law notary. Budget the notary's fee, roughly €500 to €1,500 according to business.gov.nl, plus the one-off KVK registration fee of €85.15; the minimum share capital is €0.01. The notary registers the BV in the Business Register and the UBO register, so you do not visit a KVK office yourself.
What does a Dutch BV cost in 2026?
| Item | Amount | Source |
|---|---|---|
| Civil-law notary (deed of incorporation with articles) | about €500 to €1,500 | business.gov.nl, BV |
| KVK registration fee | €85.15 one-off | kvk.nl |
| Share capital | from €0.01, in cash or in kind | business.gov.nl |
| Bookkeeping and annual accounts | about €600 to €1,800 a year | business.gov.nl |
| Registered business address if you do not work from home | from €73 a month in this catalogue | virtual office Amsterdam |
Running costs matter more than incorporation costs. A BV must file annual accounts with the KVK within 12 months of the financial year end and within 8 days of adoption, which for a calendar year means 8 November at the latest; no extension is possible (kvk.nl, filing deadline).
How do you incorporate a BV, step by step?
- Decide the structure: a single BV, or a personal holding BV above an operating BV.
- Pick a notary. Fees vary; incorporation can also be done digitally by video link with the notary.
- Have the deed drafted. The articles of association are in Dutch and set the name, registered seat (the municipality of your business address), objects, share capital and board. Ask for an English translation for your own records.
- Pay in the share capital, at least €0.01, to the BV's bank account, or contribute assets in kind.
- Sign the deed. The notary then registers the BV with the KVK and files the UBOs: anyone holding more than 25% of shares or votes.
- Receive the KVK number, RSIN and VAT ID. The VAT ID arrives by post from the Tax Administration within two weeks.
- Set up payroll for the director's salary, keep the shareholders' register, and arrange a business address that meets the KVK rules.
Can you trade before the deed is signed?
A "BV in oprichting" (BV i.o., company in formation) can be registered with the KVK by the notary before the deed is executed. It receives a KVK number, which lets you sign a lease or contracts. Once the deed is signed the notary converts the i.o. into a BV; no second registration fee is charged and the numbers stay the same (kvk.nl, BV in formation). Founders remain personally liable for obligations of the BV i.o. until the incorporated BV ratifies them.
What tax does a BV pay?
- Corporate income tax: 19% on taxable profit up to €200,000 and 25.8% above that, in both 2025 and 2026 (belastingdienst.nl, corporate tax rates).
- Director's salary: a director who holds 5% or more of the shares must take a "customary salary" of at least €58,000 in 2026 (€56,000 in 2025), taxed as employment income (belastingdienst.nl).
- Dividends paid to yourself: 15% dividend withholding tax, credited against box 2 income tax.
Whether a BV beats a sole proprietorship depends on profit and on how much you need to take out privately; the comparison with figures is in Sole proprietorship or BV.
Why do Dutch founders use a holding structure?
A holding BV owns the shares of one or more operating BVs. The KVK gives two reasons: risk separation, because assets and retained profits parked in the holding stay outside a bankruptcy of the operating company, and the participation exemption, which means profit distributed from the operating BV to the holding is not taxed again (kvk.nl, holding BV). The price is duplication: at least two BVs, two sets of books and two annual accounts. With two or more founders, each usually holds a personal holding above the shared operating BV, so a partner can exit by selling holding-to-holding, and each decides separately what to do with their share of the profit.
Can a BV take effect retroactively?
Retroactive effect matters mainly when converting an existing sole proprietorship or partnership into a BV: the BV is treated for tax as having started before the notarial deed. The Tax Administration grants it for a taxable ("ruisende") contribution and a tax-neutral ("geruisloze") conversion, provided a preliminary agreement or letter of intent is registered in advance using the Tax Administration's cover form (belastingdienst.nl). For a taxable contribution the retroactive period is at most three months (wetten.overheid.nl); the tax-neutral route has a longer window under its own decree and locks the shares you receive for three years. Have a Dutch tax adviser calculate the deadline; a late registration forfeits the retroactive effect.
Which business address does a BV need?
A BV needs a visiting address in the Netherlands where the business operates and where directors are regularly present; a PO box is not allowed, and the registered seat is the municipality of that address. A home address works if you run the company from home. Otherwise an office or business centre with a lease or service contract qualifies. This catalogue lists 119 buildings with a virtual office in Amsterdam, from €73 a month, and coworking in Amsterdam from €96.