How to start an LLC in the Netherlands for US Companies
Registering an LLC in the Netherlands as a US company can be a strategic move to expand into the European market
The process of registering an LLC in the Netherlands has become much simpler for US companies.
The legal form LLC in the US is like B.V. in the Netherlands, it means limited liabilities company which is a common choice of a legal form for foreign companies.
LLC formation/B.V. company formation can be completed online, there is no need for the members of a dutch B.V. to travel to the Netherlands for registering a business in the Netherlands.
A US citizen can be appointed as a board of director a dutch company, it is not necessary to appoint a dutch or local director to operate your dutch company.
Here’s a step-by-step guide on how to register a Dutch B.V. similar to an LLC in the Netherlands:
Initial compliance
Before we can accept a new client, DBI will need to carry out a compliance procedure. A onboarding form is required to fill in.
Most often, the notary will need to have a video conference with the owner or the director of the new Dutch B.V. company, asking questions about the new BV that a US owner would like to incorporate.
Once our compliance team has approved, we will then be able to start our company formation services
Collection of information
We will send you a form to complete. This form is for you to provide us with the new BV company details, including directors and the shareholders of the new BV.
Based on the information received, we will then be able to prepare the incorporation document.
- Power of attorney – this needs to be legalised.
- Deed of incorporation in dutch and unofficial translated English
- Data card
- UBO declaration
Registered Agent
In the Netherlands, there is no requirement to appoint a registered agent.
However, you do need a Dutch address to register the new B.V. at the Dutch Chamber of Commerce (KVK).
Normally, US owners use a virtual office where you can use their address to register with the KVK.
Our company formation package do not offer virtual office. However, we can arrange a virtual office for you at no extra charge.
Documents Required to Register a Dutch Limited Company for US Companies
If the owner of the Dutch BV Company is a LLC
- Company structure chart
- Certificate of Existence
- Certificate of Existence/Authorization and good standing not older than one month
- The latest annual report such as Latest profit and loss and Balance sheet
- Power of authority signed by the signatory of a LLC which will be the owner of the dutch B.V. – this document will be prepared and provided by us.
- Legalization of the passport copy of the signatory
If the owner of the dutch company is an US Individual
- Power of authority signed by the owner of Dutch B.V.
- copies of the director’s and member’s passports
- Proof of address dated not older than one month
Registering a new B.V.
Once we receive all the signed documents, the original legalised POA, we will then be able to register the new BV within 3 working days.
Documents you will receive after the company formation
- Digital copy of Deed of incorporation
- Digital copy of shareholder register
- Digital copy of an extracts in english
Cost of Registering a Company in the Netherlands
The cost of registering a limited liability company (B.V.) in the Netherlands will vary depending on whether the member of the BV is a US corporation or an individual in the US.
For a simple setup, we offer a fixed-cost company formation package for US companies that covers everything you need to register a Dutch company at the Dutch Chamber of Commerce (KVK).
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After incorporation
Opening a Business Bank Account for a Dutch Company
Opening a traditional business bank account in the Netherlands has become more challenging due to stricter regulations.
An alternative is to open a virtual bank account, which can be done entirely online.
With our company formation package, we can assist you in finding a virtual bank based on your scope of business and the country where the owner is based.
Not all virtual banks accept non-Dutch residents. We have already spent our time searching and testing so that you don’t have to.
VAT number application
Many US companies needs a VAT number to operate their business after the BV is incorporated.
This guide, Applying for a VAT Number and VAT Certificate for your Dutch company guide will give you insight of this topic.
Registering a company in the Netherlands offers numerous benefits for US companies, including access to the EU market and a business-friendly environment.
Conclusion
Although the process is straightforward, it requires careful preparation and understanding of local requirements.
By following the steps outlined in this guide and considering professional services for handling correspondence and regulatory compliance, you can ensure a smooth and successful registration of your Dutch B.V.
For personalized assistance, book a consultation call with a company formation expert who can help tailor the process to your specific needs.
Most common asked questions
1. What is an LLC called in the Netherlands?
In the Netherlands, an LLC is called a “Besloten Vennootschap” (B.V.). This business entity is similar to an LLC in the United States, providing limited liability protection to its shareholders
2. Can an US citizen open an LLC company in the Netherlands?
Yes, an US citizen can open an LLC (B.V.) in the Netherlands. There are no residency requirements for members or directors, meaning you can manage your Dutch B.V. from the US or any other country.
3. What are the requirements for a US citizen to form an LLC company in the Netherlands?
- Incorporation Documents: You need a deed of incorporation notarized by a Dutch civil-law notary, and Articles of Association.
- Members and Directors Information: Provide identification and personal details of all members and directors. These can be US citizens or local residents.
- Registered Address: You must have a registered office address in the Netherlands. Many opt for virtual office services if they do not have a physical presence.
- Capital Requirements: Although the minimum share capital requirement is just €0.01, a practical starting capital of €1, or more, is recommended.
- Tax Registration: Once the BV in incorporated, KVK will pass the new BV information to the Dutch Tax authority to activate the next procedure for applying VAT number. This guide, Applying for a VAT Number and VAT Certificate for your Dutch company guide will give you insight of this topic.
This Q&A should help US citizens understand the process and requirements for forming an LLC (B.V.) in the Netherlands
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Confused with all the information available online?
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Change of address of a Dutch B.V.
A quick and easy guide to changing a dutch company address
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Appointment of a director of dutch company
A quick and easy guide to appointing of a dutch director and file it at the Dutch company house
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Resignation of a director of a dutch company
A quick and easy guide to removing a dutch director and file it at the Dutch Company House
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Download company extracts
A quick and easy guide to conducting a dutch company search.