For every incorporation
- Passport copies of each director and each shareholder, certified where required. Some notaries accept certified copies; others ask to see originals or a verified digital identification.
- Proof of address for each individual involved, typically a recent utility bill or bank statement, usually within three months.
- Company name, checked for availability and for conflicts with existing trade names and trademarks.
- Registered address in the Netherlands, with the lease or address agreement. This becomes the company’s official seat, so the notary needs it before the deed: see the registered office requirements.
- Articles of association in draft, covering share classes, board appointment and the rules for distributions and transfers.
- Share capital arrangement. The legal minimum is €0.01, and the practical amount depends on your banking plan and, for some residence permits, on a capital requirement.
When a company is the shareholder
If a foreign parent company is the shareholder, you need a second set of documents. Most delays happen in this part.
- Corporate extract from the home registry, recent, often within one to three months.
- Articles of association of the parent company.
- Evidence of who signs for the parent: a board resolution or registry entry showing the authorised representative.
- Group structure chart that shows all levels up to the natural persons at the top.
- Ultimate beneficial owner (UBO) documentation for everyone who owns more than 25%, with passport and proof of address.
Legalisation and apostille: the slowest step
Foreign documents need authentication before a Dutch notary can rely on them. For countries party to the Apostille Convention, an apostille from the designated authority is enough. For other countries, the process goes through the foreign ministry and the Dutch embassy or consulate: consular legalisation, which takes longer and varies by country.
Pay attention to two practical points. Start with legalisation. You can produce everything else on the list in a day. Legalisation is impossible to rush, so start it in the first week. Check how long documents stay valid. A corporate extract that was recent when you ordered the apostille can be too old by the date of the deed. You then have to order both again.
Documents in other languages generally need a sworn translation into Dutch or English, depending on the notary. Ask which one before commissioning the translation.
The power of attorney
To incorporate from abroad, you need a notarial power of attorney. With it, the notary can pass the deed while you stay where you are. The Dutch notary drafts the document, you sign it, and it is authenticated like the other documents. This means legalisation of your signature plus an apostille or consular legalisation. It needs the same steps as your company documents, so prepare it at the same time.
What the bank asks for
The banking file is a separate exercise with its own list, and preparing it alongside the incorporation saves weeks. Dutch banks apply client screening under the anti-money-laundering act (Wwft). They ask for the corporate structure chart, certified UBO documentation and a source-of-funds explanation. They also want a business model description with expected transaction volumes and counterparties. And they ask for sample supplier or customer contracts, and the office lease. Opening a Dutch business bank account as a foreign owner covers what the reviewer looks for.
After the notary, you still have paperwork: the shareholder register, the UBO registration and the first VAT return. For the work we can take over once the company is registered, see corporate secretarial services in the Netherlands.
A Dutch BV files the corporate tax return by 1 June, the VAT return every quarter and the payroll tax return every month. The annual accounts are due within twelve months. See running a Dutch BV: taxes, filings and every deadline.
After the deed
The company is registered with the Chamber of Commerce (KVK), and the ultimate beneficial owner is registered, usually on the same day as the deed. The tax administration then issues the corporate income tax and VAT (value-added tax) numbers. From then on, the annual obligations apply. See what a Dutch BV costs each year.