What is a Dutch private limited company (B.V.)?

Dutch term: Besloten vennootschap (B.V.) | Legal basis: Book 2 of the Dutch Civil Code

The Dutch B.V. (besloten vennootschap met beperkte aansprakelijkheid) is a private limited liability company and the most commonly used corporate vehicle for international businesses establishing Dutch operations. Since the 2012 flex-B.V. reform, regulated by Book 2 of the Dutch Civil Code, there is no minimum capital requirement, and a single shareholder and a single director suffice for incorporation.

Incorporation requires a notarial deed executed by a Dutch civil-law notary, registration with the Dutch Trade Register at the Chamber of Commerce (KvK), and adoption of articles of association (statuten). The shareholder and director can be non-Dutch and non-resident. Incorporation timelines are typically one to two weeks once the KYC file (identification, UBO information, proof of address) is complete.

The B.V. is a separate legal entity with its own liability profile. Creditors of the B.V. can look to the B.V.'s assets but, in the normal course, not to the parent company or shareholders. This limited liability makes the B.V. the preferred structure for any Dutch activity with operational scale or liability exposure, as opposed to a branch (which does not provide a separate legal shell).

Why it matters for international businesses

For foreign groups entering the Dutch market, the B.V. is usually the right structure. It is fast to set up, flexible in governance, and provides genuine liability protection. See our corporate law firm page or contact us for incorporation advice.