HHoldwise

Set up a company in the Netherlands from China

You do not have to come to the Netherlands. You sign one form in front of a notary in China, the Dutch notary signs the deed for you, and your Dutch limited company (a BV) is registered. This page tells you what the Dutch notary needs from China and how to get it.

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The stamp you need

After the notary has stamped it, the document gets an official sticker (an apostille) so a Dutch notary can trust it without further checks. For China: The Ministry of Foreign Affairs in Beijing or the Foreign Affairs Office of the province where the notary works; since 7 November 2023 China issues apostilles, usually within a few working days.

Your documents will be in Mandarin. Add a sworn translation (a translation by a court-registered translator) into English or Dutch for every document you send.

If you live in China

  1. A stamped copy of your passport

    Take your passport (China) to a notary in China. The notary makes a copy and stamps it to confirm it is real. After the notary has stamped it, the document gets an official sticker (an apostille) so a Dutch notary can trust it without further checks. For China: The Ministry of Foreign Affairs in Beijing or the Foreign Affairs Office of the province where the notary works; since 7 November 2023 China issues apostilles, usually within a few working days.

    For advisers

    Certified true copy of a valid passport, apostilled in the country of residence.

  2. Proof of where you live

    A recent bank statement, utility bill or official letter with your name and home address in China, not older than three months. No stamps needed.

    For advisers

    Proof of residential address, dated within three months.

  3. The signing form (power of attorney)

    We send you a short form that lets the Dutch notary sign the incorporation deed on your behalf, so you do not have to travel. Sign it in front of a notary in China. Sign the power of attorney at a Chinese notary office (公证处); the notary issues a notarial certificate, and the Foreign Affairs Office of that province apostilles it. Then it needs the same official stamp as your passport copy: an official sticker (an apostille).

    For advisers

    Notarial power of attorney on the Dutch notary's model, signature certified and apostilled.

  4. A short ownership statement

    A one-page form from us where you confirm who owns and controls the new company and whether you hold a public position. Sign, scan, send. No stamps needed.

    For advisers

    Declaration of ultimate beneficial owners (UBO) and politically exposed persons (PEP) on the notary's model.

If a company from China becomes a shareholder

  1. A fresh extract from the company register

    An official printout that shows the company exists, who the directors are and who may sign. It must be less than three months old. Where to get it: State Administration for Market Regulation, the company register (SAMR). Order a copy of the business licence and the company registration information (企业登记信息), certified by the notary office; the notarial certificate shows shareholders and the legal representative. Have a local notary certify the printout. After the notary has stamped it, the document gets an official sticker (an apostille) so a Dutch notary can trust it without further checks. For China: The Ministry of Foreign Affairs in Beijing or the Foreign Affairs Office of the province where the notary works; since 7 November 2023 China issues apostilles, usually within a few working days.

    For advisers

    Certified extract from the commercial register (max. three months), apostilled.

  2. The company's founding documents

    The articles of association (the rules of the company) and the certificate of incorporation. A copy certified by the notary in China is enough.

    For advisers

    Articles of association and certificate of incorporation, certified copies.

  3. Proof of who may sign for the company

    If the register extract already shows who may sign, this is done. If not, a short board decision (resolution) that names the person who signs the Dutch documents, signed by the directors.

    For advisers

    Evidence of signing authority: register entry or board resolution.

  4. A drawing of who owns the company

    A simple chart from the company down to the people who ultimately own it, with percentages. One page. We give you a template.

    For advisers

    Ownership structure chart down to the natural persons who ultimately own the company (UBO chain).

The person who signs for the company and every owner with 25% or more also sends a stamped passport copy and proof of address, following the route of the country where they live.

Good to know: The apostille must come from the province where the notary office sits; a Shanghai notarial certificate cannot be apostilled in Beijing. Chinese notarial certificates usually include an English translation made by the notary office, which the Dutch notary generally accepts. Hong Kong and Macau have their own authorities.

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For advisers

China: contracting party to the Hague Apostille Convention (in force 7 November 2023). One or more states objected to this accession; the Netherlands accepts apostilles from China.

Apostille or legalisation authority: The Ministry of Foreign Affairs in Beijing or the Foreign Affairs Office of the province where the notary works; since 7 November 2023 China issues apostilles, usually within a few working days.

Company register: State Administration for Market Regulation, the company register (SAMR). Order a copy of the business licence and the company registration information (企业登记信息), certified by the notary office; the notarial certificate shows shareholders and the legal representative.

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