The Netherlands offers an incorporation regime under Book 2 of the Dutch Civil Code (Burgerlijk Wetboek), administered by the Netherlands Chamber of Commerce (Kamer van Koophandel, "KVK") through the Business Register (Handelsregister). It is a favoured EU holding and headquarters base for technology and fintech founders thanks to its treaty network, the Innovation Box IP regime, and no director-residency requirement.
Most founders use the besloten vennootschap ("BV", private limited company) under the Civil Code, where a single person can be both sole shareholder and sole director. The main alternative is the naamloze vennootschap ("NV", public limited company, minimum capital €45,000 (≈ $52,200)); a foreign company may instead register a branch.
Since the 2012 "Flex-BV" reform, a BV needs only €0.01 (≈ $0.01) of share capital, and there is no residency requirement for directors or shareholders. Incorporation must be done by a civil-law notary (notaris), who executes the deed of incorporation, registers the company with the KVK, and files it with the tax authority; since 2024 this can be completed online. The KVK registration fee is €85.15 (≈ $99) (notary fees are separate), and the full process typically takes about two to four weeks.
The Tax and Customs Administration (Belastingdienst) charges corporate income tax of 19% on the first €200,000 (≈ $232,000) of profit and 25.8% above that, and VAT (BTW) is 21% (a small-business scheme exempts turnover below €20,000 (≈ $23,200)). Every BV files annual accounts with the KVK, with audit required only once size thresholds are exceeded. Ultimate beneficial owners must be registered in the UBO register at the KVK under the implementing anti-money-laundering legislation.