What a BV is

A BV (besloten vennootschap) is the Dutch private limited company. The company itself is liable, and the shareholders are free of personal liability. Shares are registered and privately held, and the structure is recognised across the EU as a standard operating entity.

Selling from Hong Kong to EU customers? Compare the ways to sell in the EU, with a partner or with your own Dutch company.

You need one shareholder, one director and share capital from €0.01. The shareholder may be a company, including your Hong Kong Ltd. The director may live anywhere. For tax residence and for the bank, it is important where your directors live. See substance requirements for the details.

What the notary needs from Hong Kong

Under Dutch law, a civil-law notary must handle the incorporation. The notary prepares and executes the deed. From a Hong Kong parent, the notary will ask for:

  • A recent company extract from the Hong Kong Companies Registry, generally under three months old.
  • Articles of association of the parent.
  • Passports of the directors and of every ultimate owner with more than 25%.
  • A board resolution authorising the incorporation and appointing who signs.
  • Proof of residential address for those individuals.
  • An apostille on the Hong Kong documents, and a sworn translation into Dutch or English where they are in Chinese.

Hong Kong is party to the Apostille Convention, so the High Court handles the legalisation in place of a consulate. Allow one to two weeks for that step.

How the incorporation works

  1. Document review. The notary checks the set and identifies the ultimate beneficial owners.
  2. Deed preparation. Company name, objects, share structure and board composition.
  3. Power of attorney with apostille. You sign it in Hong Kong and send it by courier with a certified passport copy, so travelling to the Netherlands is optional.
  4. Execution and registration. The notary registers the BV with the Chamber of Commerce (the KVK) for €85.15. You receive the KVK number within one to three working days.
  5. Tax registration. The tax administration issues the VAT number by post, generally within two weeks.
  6. UBO filing. Everyone who owns more than 25% is registered within a week of incorporation.

Incorporation up to the KVK number usually takes place within one week once all documents are complete. You arrange the apostille before this period and the bank account after it. Plan them separately.

What you can do with the BV

  • Import VAT deferment in its own name, through an article 23 licence.
  • The responsible person role under EU product safety rules, since an EU importer fills that position directly. See the EU responsible person requirement for the detail.
  • Marketplace seller accounts. Amazon and Bol.com accept a Dutch entity. With an EU establishment, their compliance checks are simpler.
  • A Dutch IBAN, which European suppliers and payment providers treat as routine.
  • Treaty access. Under the Netherlands-Hong Kong treaty, dividend withholding on qualifying participations is 0%. See the tax treaty.

Where delays are common

Incorporation is the easy part. The bank account is the step that most often slips. Roughly 45% of applications from non-resident structures are declined at first pass, and banks look for demonstrable local activity before approving. See opening a Dutch business bank account for the detail.

Banks look at a physical address, a local contract and a clear ownership chain. You save the most time if you arrange these before you apply.

Is your group setting up a Dutch entity? See setting up a Dutch subsidiary for what you need, how long it takes and what the parent company must sign.

What the BV must do each year

The BV files annual accounts with the Chamber of Commerce and a corporate income tax return. It files VAT returns each quarter, and it keeps a payroll administration once it employs anyone. Corporate tax is 19% on profit up to €200,000 and 25.8% above that.

Last verified: 20 July 2026. Sources: KVK · Belastingdienst.