The route: EU free establishment
Freedom of establishment means the route from Spain is the domestic route: choose the legal form, execute the notarial deed — remotely with a power of attorney and video identification — and the KVK registration (€85,15) files in the same flow. Residence stays a free choice; the BV needs a Dutch registered address and substance follows the role the company plays. The six steps stand on the pillar page, the costs on the BV incorporation page.
BV versus SL: the numbers
| Element | Dutch BV | Spanish SL |
|---|---|---|
| Corporate tax 2026 | 19% up to €200.000, 25,8% above | 25%; 15% for new companies, first two profit years |
| Participation exemption | 100% on 5%+ holdings | 95% effective |
| Incorporation | 1–3 weeks, remote with video identification | Notario, bank certificate and Registro Mercantil |
| Minimum capital | €0.01 | €3,000 (€1 with conditions) |
The pattern Spanish founders use most: the operating activity where the market is, the holding layer where the regime is strongest — the Dutch holding structure stacks the 100% participation exemption on the 19% entry rate, and the EU market entry hub places the BV in the wider design.
Dividends and documents
Dividends. To a Spanish parent company from a 5% holding, distributions flow at 0% withholding under the EU parent-subsidiary framework — the route that carries Spanish structures, since the 1971 treaty grants its 5% tier only at 50%+ holdings; to private Spanish shareholders the Dutch 15% applies and credits against the Spanish savings tax — verified July 2026. Documents. A valid DNI or passport, a notarised power of attorney in English, the video identification — and when an SL becomes shareholder, a recent Registro Mercantil extract with an apostille, for notarial documents issued through the Colegio Notarial (both countries are Hague members).
The taxes you will meet
Corporate tax at 19%, VAT per quarter, the customary salary of €58.000 through monthly payroll and 15% withholding at private distribution — every rate on the figures page, every deadline in running a Dutch BV. Specialists you recruit to the Netherlands can qualify for the 30% ruling.
Terms on this page
- BV (besloten vennootschap)
- The Dutch private limited company: a legal entity with registered shares and limited liability, so the shareholder’s private assets stay separate from business debts. Incorporation runs through a notarial deed; capital starts from €0.01.
- Holding company
- A BV that owns shares in other companies. Under the participation exemption, dividends and sale proceeds flow to the holding free of corporate tax, where the capital keeps growing in a protected position.
- Participation exemption
- The rule that fully exempts dividends and capital gains on a shareholding of five percent or more from corporate tax at the receiving company. The engine underneath every Dutch holding structure.
- Apostille
- The certificate under the Hague Apostille Convention that makes an official document from one member state legally valid in another, replacing the heavier embassy legalisation chain. In the US, the Secretary of State issues it.
- Power of attorney
- The written authorisation that lets someone sign the notarial deed on the founder’s behalf. For remote incorporation the signature is legalised; from abroad an apostille is usually added.
This page describes the general route for 2026; what it means for your situation follows from a personal conversation.
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