What does BV mean in Netherlands?

The Netherlands offers two options for registering a company with limited liability (LLC) of the shareholders: a public LLC or Naamloze Venootschap abbreviated as NV, and a private LLC, Besloten Vennootschap, abbreviated as BV.Both the NV and the BV represent separate legal entities.Read more: BV NV difference

Are there any other differences between BVs and NVs, besides that one of them is private and the other public?

The requirements for BVs are almost identical to the ones for NVs, but there are some differences between the entities. The main ones are outlined below: a) Bearer shares can be issued only by NVs. b) Only NVs are allowed to list shares on the Exchange Market. c) The minimum share capital that needs to be issued and deposited for NVs is 45 000 EUR. No minimum requirement is set for BVs. d) NVs can buy back one tenth of the issued share capital while BVs can buy back the whole capital, on the condition that a single share giving the right to vote is owned by another party.Read more: Doing business in the Netherlands Dutch BV taxation

Are the applications for BV registration subject to approval by the government?

According to the current Dutch legislation, no approval from the government is required for the official formation of a private LLC.

Are there any requirements regarding BV structure?

Dutch LLCs need to have a minimum of one Managing Director and a Shareholder. The assignment of Supervisors representing the Shareholders in the Managing Board of the company is optional.

What role does the Managing Director play?

The Director of a company with limited liability established in the Netherlands does not have to be a national or a resident of the country.Even other corporations can perform the functions of Managing Directors. The Managing Board (composed of a minimum of one Director) deals with the administration and management of the LLC, its daily routine and business operations. The Managing Board represents the LLC.In case the Board includes several members, the Articles / Memorandum of Association (AoA / MoA) must specify whether the Dutch LLC can be represented individually by each member, or joint action is required. Regardless of the distribution of obligations and tasks among the Directors, each of them can, generally, be held personally liable with regard to the company’s debts.Read more: Setting up a company in the Netherlands Netherlands company formation cost

What are the accounting requirements for private Dutch LLCs?

Dutch LLCs have to submit annual reports on their transactions and activities in line with specific requirements listed in the local Commercial Code. According to the Code each LLC has to prepare a yearly report using a specific format. The report must be signed by all Managing Board members and, if necessary, by the Board of Supervisors at the company.

The Commercial Code specifies a number of regulations and rules regarding the auditing, reporting and filing that depend on the Dutch LLC’s classification.

All Dutch LLCs, excluding the ones classified as small businesses, are required to use the services of an auditor who shall review their yearly report and prepare an opinion.

The annual declarations on tax liabilities need to be submitted electronically no later than five months after the financial year’s end. If necessary, companies can apply for an extension of this period (maximum eleven months). The period for fiscal carry-back of tax losses is one year and for carry-forward – nine years.

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