Skip to content
Free Consultation

Netherlands Business Formation

Register a Company in the Netherlands Europe's Gateway

The Dutch BV needs no minimum capital, corporate tax starts at 19%, and English is widely used in business. For Americans, a Dutch company can also be the basis for living there under the DAFT — but US reporting and Dutch salary rules need planning.

In short

Most businesses use a BV (besloten vennootschap, private limited company). It has had no minimum capital since 2012, is formed by notarial deed and registered with KvK for a one-off fee of €85.15 in 2026 — there is no annual KvK fee. Corporate tax is 19% on the first €200,000 of profit and 25.8% above. Shareholders with 5% or more who work for the BV must take a customary salary — at least €58,000 in 2026 as a rule — and dividends are taxed at 24.5% or 31% in Box 2, with 15% dividend withholding (5% or 0% for US companies under the treaty). Every business gets a VAT number on registration; VAT is 21%, and the optional KOR exemption applies up to €20,000 turnover. Beneficial owners of 25%+ go into the UBO register. US owners usually file Form 5471; a BV can elect to be disregarded for US tax, an NV cannot. A company does not give you residence — Americans can use the DAFT.

Dutch company: key facts

Last verified 28 September 2026
Usual company typeBV (private limited company): no minimum capital since 2012, formed by notarial deed and registered with KvK# Source: Business.gov.nl: Private limited company (bv)
KvK registrationOne-off fee of €85.15 in 2026; no annual fee# Source: KVK: Registration fee · Ondernemersplein: Inschrijven bij KVK
Corporate tax19% on the first €200,000 of profit and 25.8% on the rest (2026)# Source: KVK: Vennootschapsbelasting
Director-shareholder salaryShareholders with 5%+ who work for their BV must take a customary salary — at least €58,000 in 2026, as a rule# Source: SRA: Normbedrag gebruikelijk loon dga in 2026 naar € 58.000 · Business.gov.nl: Private limited company (bv)
Dividend tax for ownersBox 2 in 2026: 24.5% up to €68,843 per person, 31% above# Source: SRA: Nieuwe belastingtarieven, -kortingen en faciliteiten 2026
Dividend withholding15%; under the US treaty 5% for a US company holding 10%+, and 0% for 80%+ held 12 months if treaty conditions are met# Source: Business.gov.nl: Dividend tax · PwC Worldwide Tax Summaries: Netherlands withholding taxes
VAT21% standard, 9% reduced (food, medicines, books); hotel stays moved to 21% in 2026# Source: Business.gov.nl: VAT
VAT registrationEvery business gets a VAT number on KvK registration; the optional KOR exemption applies up to €20,000 turnover# Source: Business.gov.nl: VAT · Business.gov.nl: Small businesses scheme (KOR)
Sole-trader deductions2026: self-employed deduction €1,200 (1,225-hour test) and 12.7% SME profit exemption# Source: SRA: Nieuwe belastingtarieven, -kortingen en faciliteiten 2026 · KVK: Eenmanszaak (sole proprietorship)
Innovation boxQualifying innovation profits taxed at an effective 9% (needs a WBSO R&D declaration)# Source: Belastingdienst: Innovatiebox
Beneficial ownersOwners of 25%+ registered with KvK within a week of changes; since April 2026 only authorised sectors can view the register# Source: KVK: About the UBO register · KVK: Who has access to UBO data?
Annual accountsFiled digitally with KvK within 12 months of year-end; corporate tax return due 5 months after year-end (extension possible)# Source: Ondernemersplein: Jaarrekening indienen · PwC Worldwide Tax Summaries: Netherlands tax administration
US tax treatyThe 1992 US–Netherlands income tax treaty (2004 protocol) applies; the saving clause keeps US taxation of citizens# Source: IRS: Netherlands tax treaty documents
US anti-deferral taxGILTI became NCTI for tax years from 2026; the 18.9% high-tax exclusion still exists — get US advice# Source: Taxes for Expats: IRC 951A and NCTI tax 2026
US company reportingUS owners usually file Form 5471; a BV can elect to be disregarded (Form 8832, then Form 8858), an NV cannot# Source: IRS: About Form 5471 · IRS: About Form 8832 · 26 CFR 301.7701-2 (Cornell LII) · IRS: Instructions for Form 8858

Download these facts (CSV)

Not American?

Canadians, Australians, Brits and other non-EU citizens: the same rules apply

Dutch company law is the same for every foreign founder, so Canadians, Australians, New Zealanders and Brits register a Dutch company exactly as described here. Only a few points differ:

  • Canada
  • Australia
  • New Zealand
  • United Kingdom
  • Japan
  • South Korea
  • + other visa-free countries
Living in the NetherlandsA company does not give you residence. Americans (and Japanese) can use the DAFT with €4,500 invested; others need the points-based self-employed permit.
Tax treatyThe US treaty reduces the 15% dividend withholding to 5% for US companies holding 10% or more, and to 0% in some cases. Other countries' treaties set their own rates.
Home-country taxUS citizens are taxed on worldwide income and have extra filings (Form 5471, FBAR, NCTI). Other nationals usually aren't taxed this way.
Documents from abroadNeed an apostille; the US, Canada (since 11 Jan 2024), the UK, Australia and NZ issue them.Source: HCCH: Apostille Convention status table

At a Glance

Dutch Company Formation in Numbers

€0.01Minimum BV capital — one share is enough
19%Corporate tax on the first €200,000 (25.8% above)
€85.15One-off KvK registration fee (2026)
21%Standard VAT rate

Why the Netherlands

Why Americans Register Companies in the Netherlands

The Netherlands is an EU founding member with a large treaty network, a participation exemption for holding companies and an innovation box taxed at an effective 9%. The BV is flexible — no minimum capital and no Dutch-resident director requirement in law — and for Americans a Dutch business can support a DAFT residence permit.

The trade-offs: a notary is needed for a BV, director-shareholders must take a customary salary, banks ask US citizens for FATCA information, and US owners face NCTI and Form 5471.

Business Structures

Which Entity Type Is Right for You?

Most Common

Private Limited Company

BV — Besloten vennootschap

Limited liability, at least one voting share, formed by notarial deed. Can elect to be disregarded or a partnership for US tax.

Min. capital
None (€0.01 per share is fine)
Formation
Notary + KvK
Larger Businesses

Public Limited Company

NV — Naamloze vennootschap

For larger companies; always a corporation for US tax (cannot check the box).

Min. capital
€45,000
Sole Traders

Sole Proprietorship

Eenmanszaak

No separation of personal and business assets; profit taxed in Box 1 with the self-employed deduction (€1,200 in 2026) and the 12.7% SME profit exemption. Accepted for DAFT.

Registration
KvK appointment
Partnerships

General Partnership

VOF

Two or more partners, jointly and severally liable. Accepted for DAFT.

Liability
Unlimited
Foreign Presence

Branch

Of a foreign company

A US company with a permanent establishment in the Netherlands registers it with KvK, with a recent home-country extract and certified articles.

Corporate Tax

Dutch Corporate Tax — 19% and 25.8%

Corporate tax is 19% on the first €200,000 of taxable profit and 25.8% on the part above — a progressive bracket, not a cliff. The return is due 5 months after year-end (extensions are possible). Holdings of at least 5% can qualify for the participation exemption; portfolio holdings that fail the motive test only qualify through a 10% subject-to-tax test or an asset test.

19% / 25.8%Corporate tax 2026 (bracket at €200,000)
9%Effective innovation box rate
15%Dividend withholding (treaty rates 5% / 0% for US companies)
€58,000Customary director-shareholder salary 2026 (rule of thumb)
The US–Netherlands tax treaty

The 1992 US–Netherlands income tax treaty (2004 protocol) applies; the saving clause keeps US taxation of citizens. 15%; under the US treaty 5% for a US company holding 10%+, and 0% for 80%+ held 12 months if treaty conditions are met.

US citizens & Green Card holdersUS tax obligations for Dutch company owners

US citizens and Green Card holders are taxed on worldwide income. US owners usually file Form 5471; a BV can elect to be disregarded (Form 8832, then Form 8858), an NV cannot. GILTI became NCTI for tax years from 2026; the 18.9% high-tax exclusion still exists — get US advice. Report Dutch accounts on the FBAR.

Step by Step

How to Register a Company in the Netherlands

  1. Plan the structure

    Sole proprietorship, VOF or BV — and US classification (Form 8832) before you start.

  2. Check the name

    Search the KvK register for a free trade name.

  3. Notarial deed (BV)

    A Dutch notary drafts the deed and articles, identifies the shareholders and registers the BV with KvK.

  4. KvK registration

    One-off fee €85.15 in 2026. Register beneficial owners of 25%+ in the UBO register.

  5. Tax and VAT

    You receive a VAT number automatically after registration (about 2 weeks for sole traders). Apply for the KOR only if you want the small-business VAT exemption.

  6. Bank account

    Banks report US account holders under FATCA and ask for your US tax number; some refuse or close accounts without it.

Want to live in the Netherlands and run the company yourself? A company does not give you residence — see the DAFT guide for Americans.

Costs & Fees

What Does It Cost to Register a Company in the Netherlands?

Cost itemNotesAmount
KvK registrationOne-off; no annual fee€85.15
Notary (BV only)Market-priced — ask several notaries for a quotevaries
Share capitalNo minimumfrom €0.01
AccountingAnnual accounts filed digitally with KvK; small companies do not need an auditvaries

Official fees for 2026. Source: KvK: registration fee

After Registration

Post-Registration Requirements

  • Annual accounts

    Filed digitally with KvK within 12 months of year-end; corporate tax return due 5 months after year-end (extension possible).

  • Audit

    Small companies — assets up to €7.5 million, turnover up to €15 million, under 50 employees — need no audit (thresholds from 2024).

  • UBO register

    Owners of 25%+ registered with KvK within a week of changes; since April 2026 only authorised sectors can view the register.

  • Dividend tax

    The company withholds 15% and files within 1 month of the dividend.

  • Director-shareholder salary

    Shareholders with 5%+ who work for their BV must take a customary salary — at least €58,000 in 2026, as a rule.

Expert Notes

What Americans Should Know Before Registering in the Netherlands

  • VAT starts on day one

    There is no registration threshold — every business gets a VAT number. The €20,000 figure is only the optional KOR exemption.

  • Plan the director salary

    Working shareholders with 5%+ must take a market-level salary, so the BV cannot simply pay everything as dividends.

  • Check-the-box early

    A BV can be disregarded or a partnership for US tax; an NV cannot. Decide before the first year ends.

  • Banks and FATCA

    Have your SSN ready — Dutch banks report US account holders to the IRS.

  • A company does not give you residence

    Americans can combine the business with the DAFT; others need the self-employed permit.

Registering a Dutch company is right for you if…

  • You want an EU company with no minimum capital and English-friendly business culture.
  • You can work with a notary for a BV, or start as a sole trader.
  • You have US tax advice on Form 5471, NCTI and check-the-box.
  • You have a residence plan if you will live in the Netherlands.

We work with Dutch notaries, accountants and tax advisers who set up companies for American founders and coordinate with US tax advisers.

FAQ

Frequently asked questions

What is the most common company type for Americans in the Netherlands?

The BV (private limited company). It needs no minimum capital, is formed by a notary and registered with KvK. Many DAFT applicants start with a sole proprietorship instead.

What is the corporate tax rate in the Netherlands?

19% on the first €200,000 of taxable profit and 25.8% on the rest in 2026.

How much does KvK registration cost?

A one-off €85.15 in 2026. There is no annual KvK fee.

Do I need to live in the Netherlands to register a BV?

No. There is no legal requirement for a Dutch-resident director, but where the company is managed affects its tax residence, and banks look at local ties.

When do I need to register for VAT?

Automatically — every business gets a VAT number when it registers with KvK. Businesses with turnover up to €20,000 can opt into the KOR exemption.

Netherlands

Everything about moving to Netherlands

Company formation · other countries

Company formation in other countries

Written by US GO EU Team NetherlandsResearched from official Dutch sources · How we research and update

✓ Facts verified 28 September 2026

Ready to Register in the Netherlands?

Tell us about your business and we'll get back within 2 business days with a clear plan — the first consultation is free.

Book Free Consultation →