Why Dutch B.V. Formation costs Can Vary for Non-Residents

Why Is Dutch B.V. Formation Easier for Local Residents?

When a Dutch resident establishes a B.V., the identification and verification process is usually relatively straightforward.

The Dutch civil-law notary is generally familiar with:

• Dutch passports and identity cards;
• Dutch residential addresses;
• Dutch company extracts;
• Dutch legal entities;
• local company documents;
• information available through Dutch registers.

This means the notary can often complete the required KYC checks using familiar documents and local sources.

Additional KYC Checks for Non-Resident Founders

Dutch civil-law notaries must carry out identification, verification and anti-money-laundering checks before incorporating a company.

For a non-resident founder, the notary may need to review:

• a foreign passport;
• proof of residential address;
• information about the founder’s occupation or business;
• the purpose of the Dutch company;
• the source of the funds used for the incorporation;
• the intended business activities;
• the ownership structure;
• the identity of the ultimate beneficial owners.

Depending on the country and the notary’s requirements, documents may need to be certified, notarised, legalised or apostilled.

The procedure can take longer when documents are unfamiliar, incomplete or issued in a language that the notary cannot accept.

What Happens When the Shareholder Is a Foreign Company?

The incorporation becomes more complex when the shareholder of the Dutch B.V. is a foreign legal entity rather than an individual.

The Dutch notary will usually need to confirm:

• that the foreign company legally exists;
• who is authorised to represent it;
• who owns or controls it;
• whether it has the legal authority to establish the Dutch B.V.;
• whether the person signing the incorporation documents may act on its behalf.

The required documents may include:

• a recent company extract;
• articles of association or constitutional documents;
• a certificate of incorporation;
• a certificate of good standing;
• a register of directors;
• a register of shareholders;
• an ownership chart;
• a board resolution;
• details of the ultimate beneficial owners.

The exact requirements depend on the foreign company’s country of incorporation, legal form and ownership structure.

Foreign Corporate Documents Are Not the Same in Every Country

One of the most common problems is that corporate documents have different names, formats and issuing authorities in different countries.

A company governed by English common law, United States corporate law or Canadian corporate law may not have a document that looks like a Dutch KVK extract.

A Dutch notary may ask for a recent company extract showing:

• the company’s legal name;
• registration number;
• registered address;
• legal status;
• directors;
• authorised representatives.

However, another country may not issue all this information in one document.

The equivalent information may instead be found in several documents, such as:

• a certificate of status;
• a certificate of incumbency;
• a company profile;
• a secretary of state filing;
• a corporation search report;
• a document prepared by a local lawyer or registered agent.

Why an Authority Statement May Be Required

In some foreign-entity incorporations, the Dutch notary may request an authority statement or legal opinion from a lawyer or notary in the shareholder’s home country.

This statement may need to confirm that:

• the foreign company exists under local law;
• it has not been dissolved;
• the person representing it has the authority to do so;
• the company may legally establish and own shares in a Dutch B.V.;
• the necessary corporate approvals have been obtained.

Finding a suitable lawyer or notary is not always straightforward.

A local professional may understand the foreign company’s domestic law perfectly, but may not immediately understand what the Dutch notary requires or how the statement should be presented.

If the company-formation provider is unfamiliar with this process, time may be lost by:

• contacting the wrong type of lawyer;
• requesting the wrong document;
• using wording that the Dutch notary cannot accept;
• failing to include the required legal conclusions;
• overlooking legalisation requirements;
• repeatedly sending revised documents between the two countries.

Why Dutch B.V. Formation Quotations Can Differ

Two providers may both advertise Dutch B.V. formation, but the work included in their quotations may be very different.

The final fee may depend on:

• the complexity of the ownership structure;
• whether the shareholder is an individual or a company;
• the country in which the shareholder is established;
• the number of directors and ultimate beneficial owners;
• the notary’s KYC requirements;
• the type of foreign corporate documents available;
• translation, notarisation or apostille requirements;
• coordination with foreign lawyers or notaries;
• the time required to review and explain the documents.

A low quotation may cover only a simple incorporation involving one individual shareholder.

It may not include the additional work required for a foreign corporate shareholder or a more complex international structure.

Questions to Ask Before Choosing a Dutch Company-Formation Provider

These questions help you compare the actual scope of work rather than comparing only the headline price.

Experience Can Prevent Unnecessary Delays

Forming a Dutch B.V. for a non-resident is not necessarily difficult.

However, it requires an understanding of both Dutch notarial requirements and foreign corporate documents.

At Dutch Business Incorporation, we specialise in helping non-resident founders and foreign companies establish a Dutch B.V.

We work with the Dutch notary, review the international ownership structure and help clients understand which documents are required for their specific country and legal form.