ENTREPRENEURSHIP

How does setting up a Dutch bv with a foreign shareholder work?

Table of contents

Read here what you need to consider when setting up a bv with a foreign shareholder.

Establishing a Dutch besloten vennootschap with a foreign shareholder involves extra attention. Think of regulations regarding international tax obligations, communication with foreign authorities and the practical handling of documents. In this article we explain step by step how to incorporate a bv with a foreign shareholder and what you need to take into account.

Why should you choose a foreign shareholder?

Having a foreign shareholder can offer advantages such as: better access to international markets, investment opportunities or taking advantage of tax benefits in other countries.

It is important to know that a foreign shareholder has the same rights and obligations as a Dutch shareholder. But specific rules do apply, depending on the shareholder's country of origin.

Step-by-step plan: establishing a bv with a foreign shareholder

Establishing a besloten vennootschap with a foreign shareholder requires a structured approach. Below we explain the most important steps.

1. Drafting the statutes

The statutes form the bv's legal basis, defining:

The name and registered office of the bv.
The purpose of the company
The distribution of shares.

For a foreign shareholder, it is important that the statutes are available in a language they understand.

2. Notarial deed of incorporation

A bv can only be established by a notary. The foreign shareholder does not have to be physically present at this. A power of attorney can often be provided, which is translated by a sworn translator and may need to be legalised (e.g. via an apostille or consular legalisation).

3. Registration with the Chamber of Commerce (CoC)

After incorporation, the bv must be registered with the Chamber of Commerce. This requires the following documents:

The deed of incorporation.
Certificates of identity of all shareholders and directors, including any foreign shareholders.
Any additional documents, such as an extract from the trade register of the shareholder's country of origin.

4. Ultimate Beneficial Owner (UBO) statement

Every shareholder who owns more than 25% of the shares must be registered as UBO in the UBO register. This also applies to foreign shareholders. The purpose of this is to create transparency about the ultimate owner of the company.

5. Opening a bank account

The bv needs a Dutch business bank account. This can be challenging with foreign shareholders, as banks often have additional requirements. Consider providing additional documents, such as tax statements or proof of origin of capital.

6. Coordinate with the Tax Office

When a foreign shareholder is involved, there are often international tax obligations. Consider, for example:

Dividend tax: Dividend payments to foreign shareholders may be subject to withholding tax. This rate may vary depending on tax treaties between the Netherlands and the shareholder's country.
Corporate income tax: The bv has to pay Dutch corporate income tax on its profits.
Personal tax return: The foreign shareholder may also be taxable in the home country.

Common challenges with foreign shareholders

Some obstacles may arise when establishing a bv with a foreign shareholder:

Language barriers: Documents often need to be translated into a language the shareholder understands.
Tax complexity: International tax law can be complicated, especially with dividend payments and double taxation avoidance.
Gelegaliseerde documenten: Sommige landen vereisen uitgebreide legalisatieprocedures, zoals apostilles of consulaire legalisaties, wat extra tijd kan kosten.

Advice on establishment

At Belastingadviseur Eindhoven, we have extensive experience in establishing bv's with foreign shareholders. We offer support for:

Drafting various legal agreements.
Communication with notaries, the Chamber of Commerce and the Tax Office.
Applying for UBO registrations and other legal obligations.
Setting up an efficient tax structure in line with international regulations.

Want to set up a bv with a foreign shareholder and want to make sure everything goes smoothly? Then contact us. We will guide you every step of the way so that you comply with all legal requirements and can take full advantage of the benefits of international cooperation.