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In 2026, the following minimum requirements apply to the incorporation of a BV: at least one founder (natural person or legal entity), a valid proof of identity, share capital (no minimum since 2012, often a symbolic €100), a description of the purpose for the articles of association, a notary for the deed of incorporation, and a Wwft client due diligence investigation. Below is the complete checklist, detailing what you arrange yourself in advance and what the notary does for you.
The statutory minimum requirements
According to Book 2 of the Dutch Civil Code:
- One or more founders. Natural persons or legal entities. Since 2012, a one-person BV has been possible.
- Notarial deed. The BV is only established through a notary.
- Articles of Association. Including at least the name, registered office, purpose, capital, and governance regulations.
- Shares. Divided into a number of shares with a nominal value (no minimum since the Flex-BV Act).
- Registration with the Chamber of Commerce. Mandatory; usually directly by the notary.
What you arrange yourself in advance
- Name. Unique enough in the Chamber of Commerce database and not conflicting with trademarks (check trademark register).
- Description of purpose. For the articles of association — broad enough, not vague. See description of purpose of BV.
- of structure. Single BV or holding structure (personal holding company + operating company).
- Founders and directors. Who becomes a shareholder, who a director, and in what relationship?
- Share capital. Number of shares, nominal value, how paid in (cash or in kind).
- Valid proof of identity. Passport or ID card, not expired.
- Registered address. In the Netherlands (see also establishing a BV without a Dutch address, in upcoming mail).
What the notary does
- Drafting the deed of incorporation with articles of association.
- Wwft customer due diligence (identification, UBO, origin of funds).
- Execution of the deed.
- Chamber of Commerce registration.
- UBO notification.
His role expanded: the role of the notary in establishing a BV.
Specific situations
Multiple founders: clearly agree on the shareholding ratio in advance. With a 50/50 share, a shareholders' agreement is not a luxury but a necessity — see 50/50 shareholders' agreement.
Contribution of an existing business: valuation report and possibly an auditor's statement required. Silent or noisy contribution has tax implications — covered in a separate item.
International founders: additional AML documents, sometimes translation required, sometimes an apostille or legalization. Will be covered in a separate post.
Quality requirements for directors: for medical, financial, or legal services, sometimes a requirement for education or registration. Discuss with a notary in advance.
Honest recommendation
The statutory requirements are not burdensome. The practical requirements—a good name, an appropriate purpose description, a well-considered choice of structure, a shareholders' agreement in the case of multiple founders—are what matters. Invest in a consultation with a lawyer and an accountant before you go to the notary.
For the complete step-by-step plan: Setting up a BV in 2026 step-by-step plan. For the basics: what is a BV.
Frequently Asked Questions
At least one founder, a valid proof of identity, share capital (no minimum), a statement of purpose, articles of association, a notary to execute the deed, a Wwft client due diligence investigation, and registration with the Chamber of Commerce. Additional conditions apply for special situations (quality requirements, international founders).
Yes. Since 2012, a one-person BV has been possible: you are the sole founder, shareholder, and director. This is also known as a DGA BV. It is quite common for self-employed entrepreneurs growing from a sole proprietorship.
No statutory minimum since the Flex-BV Act (2012). A BV can be incorporated with €0.01 in share capital. In practice, a symbolic amount of €100 or €1,000 is often chosen as working capital.
As a general rule, yes: a BV is a Dutch legal entity and has a statutory address in the Netherlands. A foreign branch as the main activity is possible but requires additional consultation. A home office is permitted, subject to attention to municipal regulations.
The statutory check performed by the notary: identifying founders, establishing UBOs, investigating the origin of funds, and risk classification. Intended to prevent money laundering and the financing of terrorism. A formality for typical SME formations.
Yes, provided you meet the AML requirements. For EU citizens with an EU ID, this is usually feasible via digital identification. For non-EU citizens, an apostille or legalisation of documents may be required. Discuss this with the notary in advance.
Valid proof of identity for all founders and directors, information regarding UBOs, proof of paid-in capital (upon incorporation) or valuation report (in the case of contributions in kind), and the desired statutory provisions (name, description of purpose, capital structure, governance regulations).
