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Register a Dutch BV under the simplified (Flex) regime

Contributed by Intercompany Solutions
October 18, 2017

The privately-owned company with limited liability, Dutch BV for short, has been the most common type of entity in the country for a number of years. The reason is that it can serve as a holding and offers plenty of tax advantages as a startup or a Dutch subsidiary of an international company developing its business in the country.

As of 2012, the Dutch government adopted more flexible simplified rules for private LLCs. Our specialists in company formation can provide more details on the respective BV Act.

Requirements for establishment of a flex BV

In contrast to the ordinary LLC that is required to have at least EUR 18 000 of share capital, the flex BV is not limited by a minimum capital requirement at the time of incorporation. Its capital can be denominated in any currency specified in its AoA. The entity needs to have a Dutch location of management, a minimum of 1 shareholder and 1 director, this can be the same person. The company should have a Netherlands based business address.

As regards the accounting requirements, the BV still has to submit all financial statements generally expected from any company. On the other hand the new Act allows the transformation of joint stock companies (NVs) into flex BVs. One reason for the adoption of the Flex regime is to simplify the legal framework behind joint ventures and their incorporation in the country.

Procedure for establishment of a flex BV

The procedure for registration of a flex BV is the same as for other companies in the Netherlands. The documents for incorporation must be prepared by the shareholders and filed at the local Commercial Registry. The information therein includes their personal details. Also any licenses relevant to the business of the BV must be obtained at this point.

The new BV act brought a significant change regarding the liability of directors and it is currently higher in comparison with the previous legislation.

When transforming an already established BV to comply with the flex BV law, one needs to consider the option of making amendments to the company's AoA to fit the new status.  Thus, it is advisable to seek professional assistance.

Our Dutch specialists in company establishment can help you start a flex BV. We also provide support in amending the statutory documents of companies.


Tags: business | Netherlands | accounting | tax | company formation | legislation | law | currency



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