Most foreign founders setting up in the Netherlands default to a BV rather than a sole proprietorship (eenmanszaak), mainly for liability separation and because investors and larger clients expect it. The mechanics are more standardised than people expect — the parts that actually take time are usually the notary appointment, the bank account, and getting the paperwork sequenced correctly, not the legal structure itself.
Why founders default to a BV
A BV separates your personal liability from the company's, which matters once you're signing contracts, hiring, or raising investment. It requires no meaningful minimum share capital — one cent is technically enough, though most founders capitalise it with a real, sensible amount.
Investors, banks and larger enterprise clients are set up to deal with a BV as a matter of course; a sole proprietorship can complicate fundraising, hiring under payroll, and some client contracts later.
The actual incorporation steps
Incorporation happens through a civil-law notary (notaris), who drafts and executes the deed of incorporation and the articles of association. This can often be done remotely via a power of attorney if you're not physically in the Netherlands yet, though many founders prefer to be present.
After the deed is executed, the notary registers the company with the Chamber of Commerce (KVK), which enters it into the Dutch Trade Register and issues your KVK number — this is the number you'll use constantly afterward, for everything from invoices to the tax office.
- 1. Choose and check company name availability
- 2. Notary drafts and executes the deed of incorporation and articles of association
- 3. Notary registers the company with the KVK (Chamber of Commerce / Trade Register)
- 4. Register ultimate beneficial owners (UBOs) in the UBO register
- 5. Open a Dutch business bank account
- 6. Register for VAT and payroll tax with the Belastingdienst, if applicable from day one
What actually takes the longest
The legal incorporation itself, once the notary has what they need, is often the fastest part. The two steps that regularly take longer than founders expect are opening a business bank account (Dutch banks run their own compliance checks, especially for founders without a Dutch track record yet) and, for startup visa founders, sequencing incorporation against the facilitator agreement and permit timeline.
Whether you personally need a BSN before incorporation depends on your situation — a notary can usually incorporate the company with valid ID even without one, but you will need a BSN quickly afterward for almost everything else, including opening the bank account in most cases.
Common mistakes
Treating the notary appointment as the finish line, then discovering the bank account takes weeks longer than expected — start the bank application in parallel, not after incorporation is done.
Skipping or delaying UBO registration, which is a legal requirement and is checked by banks and some clients.
Underestimating the ongoing cost side: annual accounts, bookkeeping and a registered address are recurring obligations, not one-off setup costs.