Besloten Vennootschap (BV) - Private Limited Company

Purpose

Explain the Besloten Vennootschap (BV) structure for entrepreneurs seeking liability protection and corporate framework in the Netherlands.

Context & Assumptions

BV is the Dutch private limited company structure providing limited liability.
Minimum capital requirement was removed; €0.01 share capital is technically possible, though practical considerations apply.
Incorporation requires notarial deed; directors and shareholders can be Dutch or foreign residents.
BV is subject to corporate tax (VpB), annual filing requirements, and formal governance rules.

Core Guidance

BV Characteristics

Limited Liability

Shareholders' liability limited to their capital contribution.
Company assets separate from personal assets.
Directors may face personal liability for negligence or statutory violations.

Ownership and Shares

One or more shareholders; shares need not be equal.
Share transfer restrictions typically included in articles of association.
Different share classes possible (voting vs. non-voting, profit rights).

Management Structure

Board of directors manages daily operations.
Shareholder meeting holds ultimate authority.
Supervisory board optional for most SMEs.

Formation Process

Draft articles of association with notary input.
Notarial deed execution by all founding shareholders and initial directors.
Register with KVK immediately after incorporation.
Open corporate bank account using KVK registration.
Tax registration for VpB (corporate tax), BTW if applicable, and payroll if hiring.

Capital and Financial Considerations

Share Capital

No minimum capital legally required.
Practical consideration: sufficient capital for credible operations.
Capital can be contributed in cash or in-kind (assets, IP).

Taxation

Corporate tax (VpB): approximately 15-26% depending on profit level.
Dividend withholding tax when distributing profits to shareholders.
Directors typically receive salary subject to payroll tax.

Ongoing Compliance

Annual Requirements

Prepare annual financial statements.
Hold annual shareholder meeting.
File corporate tax return with Belastingdienst.
Update KVK register if changes occur (directors, address, activities).

Record-Keeping

Maintain shareholder register and share ledger.
Keep minutes of board and shareholder meetings.
Retain financial records for at least 7 years.

Common Pitfalls

Insufficient capital leading to credibility and operational issues.
Mixing personal and corporate finances.
Not holding required shareholder meetings or keeping minutes.
Directors unaware of personal liability risks for statutory violations.
Missing corporate tax filing deadlines.

Disclaimer

This information is educational and not legal, tax, or financial advice. BV formation and compliance requirements may change. Consult qualified Dutch legal and tax professionals for guidance specific to your situation.