How to Set Up a Company in the Netherlands as a Foreigner (2026)

Why the Netherlands matters for international structures

The Netherlands punches well above its weight in international business for one reason: the participation exemption (deelnemingsvrijstelling). Under this rule, dividends received and capital gains on qualifying shareholdings (≥5%) in subsidiaries are 100% exempt from Dutch corporation tax. No Dutch tax on the profit when you sell a subsidiary. No Dutch tax on dividends flowing up from subsidiaries.

This makes the Netherlands the EU's most commonly used holding company jurisdiction for groups with subsidiaries in multiple countries. Over 100 bilateral double tax treaties (including with the US, UK, China, Russia, and most EU states) allow dividends, interest, and royalties to flow through Dutch structures at reduced withholding tax rates.

The BV (Besloten Vennootschap) is the Dutch private limited company. Its formation requires a Dutch civil law notary — making it slower and more expensive than the UK Ltd or Estonian OÜ — but the structural advantages make the cost worthwhile for the right business.

---

Step 1: Decide if the BV is right for you

• The Netherlands BV makes sense if:
• You own or plan to own subsidiaries in multiple countries and want to hold those investments in an EU jurisdiction
• You want to use the participation exemption to receive dividends and capital gains tax-free
• You need to access Dutch tax treaties for reduced withholding rates on payments from subsidiaries
• You want the IP Innovation Box (9% effective CT on qualifying IP income)
• You are setting up a European holding company for an existing operational group

• The BV is NOT the right choice if:
• You're a solo digital freelancer looking for a simple trading entity
• You want the lowest possible setup and compliance costs
• You don't need the participation exemption

For trading operations, an Irish Ltd (12.5%), Estonian OÜ (0% retained), or Bulgarian Ltd (10%) are cheaper and simpler.

---

Step 2: Engage a Dutch civil law notary

Formation of a Dutch BV requires a Dutch civil law notary (notaris) to draft and execute the deed of incorporation (akte van oprichting). This is not optional — without a notarised deed, the BV does not exist.

Finding a notary: Established corporate notarial firms in Amsterdam include Stibbe Notariaat, NautaDutilh Notariaat, and numerous independent notarial offices.

• Documents required for the notary:
• Proposed articles of association (statuten) — drafted by the notary or a lawyer
• Identity documents (passport) for all shareholders and directors
• For foreign shareholders/directors: apostilled or notarised copies may be required
• Proof of address

Notary fees: €800–2,000 for a standard BV incorporation with simple articles.

---

Step 3: Prepare articles of association

• The statuten (articles of association) govern the BV. Standard elements include:
• Company name, seat (municipality in the Netherlands — Amsterdam and Rotterdam are most common)
• Authorised and issued share capital
• Shareholder and director rights
• Share transfer restrictions (for private BVs, shares are generally restricted to prevent unwanted third parties becoming shareholders)
• Director appointment and removal procedures
• Meeting and voting rules

Since 2012, the minimum capital requirement was reduced to €0.01 (one cent per share) — no meaningful minimum capital is required. You can form a BV with €1 of capital.

---

Step 4: Register with the Chamber of Commerce (KVK)

After the notarised deed is executed, the BV must be registered with the Kamer van Koophandel (KVK — Chamber of Commerce). The notary typically handles this submission.

KVK registration fee: €50

The KVK assigns an 8-digit KVK number that identifies the BV in all commercial and governmental dealings.

Timing: Registration typically occurs within 5–10 business days of the notarial deed execution.

---

Step 5: UBO register

The Netherlands has a UBO (Ultimate Beneficial Owner) register, maintained by KVK. Beneficial owners of BVs (individuals owning ≥25% of shares or voting rights, or otherwise controlling the company) must be registered.

The UBO register was publicly accessible but the EU Court of Justice ruling of November 2022 (Joined Cases C-37/20 and C-601/20) restricted public access. Check current accessibility — it remains accessible to competent authorities and certain parties with legitimate interest.

---

Step 6: Tax registrations

Belastingdienst (Dutch Tax Authority): Register for corporation tax (vennootschapsbelasting) and VAT (BTW) through the Tax Authority's online portal.

Corporate tax rates: 19% on first €200,000 of taxable profit; 25.8% on profit above €200,000.

Innovation Box: 9% effective CT rate on qualifying income from self-developed intangible assets. Qualifying conditions: the intangible must have been developed by the Dutch company (with Dutch R&D) and must qualify as an innovative intangible (software, algorithms, formulas, designs). Apply to the Dutch tax authority for a pre-approval (vaststellingsovereenkomst — VSO) before relying on this regime.

Dividend withholding tax (dividendbelasting): 15% on dividends paid by a BV. Reduced to 0% under the EU Parent-Subsidiary Directive (for qualifying EU parent companies holding ≥10% for 2+ years). Reduced under applicable treaties for non-EU parents. From 2021, conditional withholding tax at 25.8% applies on dividends to entities in low-tax or listed jurisdictions.

---

Step 7: Banking

Dutch banking is available but not instant for new non-resident-owned BVs.

ABN AMRO, ING, Rabobank: Traditional options. Require significant documentation; relationship-building preferred. New companies without Dutch employees or turnover history face longer waits (4–12 weeks).

Digital options: Qonto (operating in Netherlands), Wise Business (EU IBAN), Revolut Business.

Practical approach: Wise Business as primary account while building Dutch banking relationship.

---

The participation exemption — in practice

Example: Dutch BV owns 100% of a German GmbH and a Singapore Pte Ltd.

German GmbH earns €1M profit. Pays German CT at ~30% = €300,000. Distributes remaining €700,000 as dividend to Dutch BV.

Without participation exemption: Dutch BV pays 25.8% Dutch CT on €700,000 = €180,600 additional tax. With participation exemption: Dutch BV pays 0% Dutch CT on the €700,000 dividend. Total Dutch-level tax on the €700,000: €0.

The same exemption applies when the Dutch BV sells the German GmbH — the capital gain is 100% exempt (assuming qualifying conditions met: ≥5% shareholding, not primarily passive/investment company, subject to reasonable tax in source country).

---

Real cost (Year 1)