Netherlands company formation for non-residents

Why businesses choose the Netherlands

The Netherlands suits companies that move goods into Europe or hold EU subsidiaries. Rotterdam and Schiphol are major entry points for EU trade, and importers with an article 23 licence can account for import VAT in their VAT return instead of paying it at the border (confirm eligibility with your specialist).

For holding structures, the participation exemption means dividends and capital gains from qualifying subsidiaries are usually not taxed in the B.V., subject to conditions. Combined with a wide treaty network, this makes the B.V. a common EU holding vehicle.

The B.V. is also flexible. Since 2012, there is no meaningful minimum capital, the articles can create different share classes, and one director can run the company.

Corporate income tax, VAT and dividends

As of 2026, the Belastingdienst charges corporate income tax (vennootschapsbelasting) at 19% on the first €200,000 of taxable profit and 25.8% on the rest. A company with €300,000 of profit pays 19% on €200,000 and 25.8% on €100,000.

A B.V. incorporated in the Netherlands is treated as resident for Dutch corporate tax, even if its owners live abroad. If the board makes its decisions in another country, that country may also claim the company, and the relevant treaty decides which one wins.

Dividends paid by a B.V. carry 15% dividend withholding tax, reduced or removed for many EU parent companies and treaty residents. VAT is 21% standard and 9% reduced.

• Profit up to €200,000: 19%
• Profit above €200,000: 25.8%
• Dividend withholding tax: 15% before exemptions
• VAT: 21% standard, 9% reduced

How the notary process works

Every B.V. is formed by a deed executed by a Dutch civil-law notary. The deed contains the articles of association, the first shareholders and the first directors.

The notary is bound by Dutch anti-money laundering law and runs its own identity checks, separate from ours. Expect it to ask for certified passport copies, proof of address and details of the ultimate owners.

You do not need to attend in person. Notaries can form a B.V. online, and founders abroad commonly sign a power of attorney, which may need a local notary and an apostille, so a notary employee signs the deed for them (confirm with your specialist). After execution, the notary registers the B.V. with the KVK, usually within 1–2 weeks of KYC approval in total.

Directors, shareholders and substance

A B.V. needs at least one director (bestuurder), who can be of any nationality and live anywhere. Shareholders can be individuals or companies, and one shareholder is enough.

Substance matters more than the legal minimum. Banks, tax treaties and the Dutch tax authorities all look at where the company is actually managed. A B.V. run entirely from abroad may struggle to open a Dutch bank account or rely on treaty benefits.

Owners who need those benefits often add a Netherlands-resident director, rent office space or hire local staff. Your specialist can set out the options before you choose.

A director from outside the EU who will also be employed by the B.V. in the Netherlands may need a residence and work permit. That is a separate process from forming the company, so plan it early if you intend to move.

Annual accounts, audit and filings

Every B.V. prepares annual accounts and files them with the KVK. Micro and small companies file a short balance sheet and notes; larger companies file more detail. The accounts are filed within 8 days of adoption, and no later than 12 months after the financial year end. Since 1 January 2026 all filings go through the SBR digital standard.

A statutory audit applies only to medium and large companies, following the KVK business classes. Size is measured on assets, net turnover and average employees; a small company stays within two of €7.5 million, €15 million and 50 employees. A company moves category only after two consecutive years above the limits.

Corporate tax returns and VAT returns go to the Belastingdienst. VAT is usually filed quarterly. Your specialist adds each deadline to your compliance calendar.

The UBO register and privacy

Directors and shareholders of a B.V. are recorded with the KVK, and directors are visible in the public trade register. Ultimate beneficial owners, usually people holding more than 25%, are filed in the separate UBO register kept by the KVK.

The KVK closed public access to UBO data in November 2022, after the Court of Justice of the EU ruled that open access went too far. Authorities, notaries, banks and other institutions with legal duties can still consult it, and since 2026 some of them can order certified extracts online.

That is privacy within the law. The notary, banks and the tax authorities can always see who owns the company.

When a Dutch B.V. fits, and when it does not

A B.V. works well when the Netherlands is part of the business itself: a warehouse, EU customers served from Dutch stock, staff in Amsterdam or Rotterdam, or subsidiaries across Europe owned through one holding. In those cases the 19% first bracket, the participation exemption and a company name that banks and customers recognise all help.

It is a weaker fit for a small online business run entirely from abroad. The notary process costs more than a registry filing elsewhere, Dutch banks want local activity, and your home country may still tax the profit if you manage the company from there.

If you want the lowest running cost for a digital company, your specialist may point you to Estonia. For an English-speaking EU trading company, Ireland is the usual comparison, and for an EU holding with a different treaty mix, Cyprus or Luxembourg.