Why the Netherlands

Due to the Dutch fiscal climate, many international companies choose the Netherlands as their country of residence. The Netherlands has a large tax treaty network with other countries, membership of the EU, financial and political stability, independent, professional infrastructure and an absence of withholding tax on interest and royalties.


The main reasons for the formation of a company in the Netherlands are:


  • to protect the wealth against uncertain, weak and unstable political, and economic situations
  • to plan a company’s estate to maximize the benefits
  • to transfer wealth to the heirs in accordance with their wishes and not in accordance with the laws of the resident country of the beneficiaries/heirs
  • to consolidate the ownership of assets owned throughout the world in one locationto achieve centralized reporting
  •  to minimize or eliminate estate taxes arising on the death of the settler
  •  to transfer wealth to heirs/beneficiaries in a tax-efficient manner


Most common legal entities:


BV (limited liability company)

The most common legal form in the Netherlands is a BV. A BV is established by notarial deed and requires a minimum of only  € 0.01. The incorporation time is less than a one week once all appropriate documents are signed by the incorporators, board members and any ultimate beneficiary with an ownership of 25% or more. The capital can be divided into a number of shares, each of which have a par value expressed in euro or a foreign currency. Shares without a par value are not allowed.


NV (public limited liability company)

An NV must have an authorized capital. At least 20% of this capital must be issued and paid-in. Dutch law requires a minimum issued and paid-in capital of €45 000.

Managing directors are not required to hold any shares.



Differences between NV and BV






Minimum capital

EUR 45,000

EUR 0.01 (and any other currency)

Payment on shares upon incorporation


Not mandatory

Type of shares

Registered shares or bearer shares

Registered shares only

Repurchase of shares

Up to 10% of the issued capital

No restrictions

Financial assistance

Not possible


Tax treatment

Equal to BV

Equal to NV

Shareholder's agreement

Separate from Articles of Association

May be included in Articles of Association

Non-voting shares

Not possible


Shares excluded from profits

Not possible




Coop (Cooperative Association)

A Coop is an association among members and has no shareholders. Also a Coop is incorporated by notarial deed. No minimum contribution is required. A Coop can be incorporated instantly once all appropriate documents are signed by the incorporators and board members.


Differences between a Coop and BV for tax purposes

In general, the taxable income for corporate income tax purposes is computed in the same way for a Coop as for a BV. Both entities can benefit from the participation exemption provisions and the EU Parent-Subsidiary Directive. With few exceptions, a Coop can benefit from the tax treaties concluded by the Netherlands.

A benefit of the Coop compared to the BV is the absence of dividend withholding tax at source in the event of profit distributions.

A benefit of a BV compared to a Coop is its well known reputation abroad.


STAK (Dutch Administrative Foundation)


STAK is a separate legal entity, established by notarial deed. Purpose is to separate economic from legal ownership. The initiator can define his wishes and intentions in the articles and by- laws. The STAK becomes the legal owner of the assets. If the assets compose shares, the STAK has full control and can exercise the voting rights attached to the shares. It will be mostly used to limit disclosure of the ownership, as an inheritance planning vehicle, and as an asset protection vehicle to prevent hostile takeovers. A STAK is tax-transparent in the Netherlands. There are no capital tax duties and no minimum equity. Income received is taxed at the level of the depositary receipt holders. In the event the investment is not located in the Netherlands, no taxation will occur in the Netherlands.

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