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Setting up a BV with a foreign shareholder requires additional steps: legalization/apostille of documents, translation, AML/CFT check by a notary, and potentially establishment requirements. For EU shareholders: relatively straightforward. For non-EU: additional identity verification and sanctions checks. Below is the step-by-step plan, costs, and how Lars's American partner becomes a co-owner.
The short answer
- EU shareholder: relatively simple — copy of ID and country's Chamber of Commerce extract.
- Non-EU shareholder: apostille or legalisation, translation, sanctions check.
- AML check: notary verifies identity and origin of funds.
- Establishment requirements:The BV must be actually established in the Netherlands (office address).
- Duration: 2-6 weeks extra for foreign documents.
EU shareholder
Under EU law: similar procedure to a Dutch shareholder. Requirements:
- Copy of valid identification.
- For a foreign BV: Chamber of Commerce extract from the country of establishment.
- By representative: power of attorney.
- AML/CFT assessment by notary (identity, origin of funds, UBO).
No apostille or legalisation required for EU documents.
Non-EU shareholder
Additional requirements:
1. Apostille or legalization
- Hague Convention country (US, Australia, Japan): apostille on identity documents and Chamber of Commerce extract.
- Non-treaty country (China, Saudi Arabia): full legalization via embassy.
2. Translation
Foreign documents in a foreign language: sworn translation into Dutch. Costs €50-€150 per page.
3. Sanctions check
Notary checks against sanctions lists (UN, EU, NL). If a match: incorporation is not possible.
4. Extensive AML investigation
For non-EU persons, often in-depth investigation: demonstrating the source of funds, investment context, and potentially a financial passport.
What is an apostille?
Stamp or attesting document that certifies the authenticity of a government document. Mutually recognized under the Hague Convention 1961 (115+ countries). Available from a government agency of the issuing country (e.g., US Department of State).
Non-Hague Convention countries: full legalization via the embassy chain (issuing authority → ministry → Dutch embassy → Dutch ministry).
Notary procedure
- Identification: passport/ID copy, KYC.
- Gather documents: Foreign Chamber of Commerce, BV articles of association, financial passport.
- Apostille/legalization: 2-6 weeks (depending on the country).
- Translation: 1-2 weeks.
- AML/CFT assessment and sanctions check.
- Articles of Incorporation of BV: executed by notary.
- Chamber of Commerce registration and UBO registration.
Additional costs
- Apostille: €25-€100 per document (depending on the country).
- Legalization via embassy: €100-€500 plus travel time.
- Sworn translation: €50-€150 per page.
- Notary extra work: €500-€2,000 above standard rate.
- AML investigation in a high-risk country: €1,000-€5,000.
Total additional costs for non-EU shareholder: €1,500-€8,000 above standard BV incorporation.
Establishment requirements BV
The BV must be actually established in the Netherlands:
- Office address in the Netherlands (no PO box).
- Board that makes decisions in the Netherlands (can be done online from abroad).
- Not a pure “mailbox company” without substance.
For a pure investment BV with foreign shareholders: often a management company or trust office as director.
Lars's American partner
Lars is working with an American partner for the incorporation of the BV:
- Partner applies for an apostille at the US Department of State on passport and Social Security card (2 weeks, $100).
- Sworn translation into Dutch (€ 200).
- Sanctions check and AML/CFT investigation by notary (€1,500).
- Incorporation procedure 5 weeks total (instead of 1-2 for purely Dutch).
- Additional costs: €2,300 above the standard €1,500 for BV incorporation.
Honest recommendation
For a BV with a foreign shareholder: choose a notary with international experience. For EU partners: relatively straightforward. For non-EU entities: plan extra time (2-6 weeks for documents) and additional costs (€1,500-€8,000). Regarding AML aspects or sanctions risks: extra care and compliance advice. For a pure investment BV: consider a management company as director to ensure Dutch substance.
For other topics: BV from abroad with apostille, what is a BV and UBO declaration.
Frequently Asked Questions
EU shareholder: relatively straightforward, no apostille required. Non-EU: apostille (Hague Convention) or legalisation (non-treaty), translation, sanctions check, extensive AML investigation.
Stamp or attesting document certifying the authenticity of a government document under the Hague Convention 1961 (115+ countries). Obtainable from the government authority of the issuing country. For BV incorporation: ID and Chamber of Commerce extract.
Non-EU shareholder: €1,500-€8,000 extra. Apostille €25-€100/document, legalization €100-€500/document, translation €50-€150/page, notary extra €500-€2,000, AML/CFT investigation in high-risk country €1,000-€5,000.
2-6 weeks extra compared to a purely Dutch BV. Apostille 1-2 weeks, legalization 2-6 weeks, translation 1-2 weeks, plus notary procedure. For the EU: virtually no extra time.
A BV must be actually established in the Netherlands — registered office address (not a PO box), with a board that makes decisions in the Netherlands. No pure “mailbox BV”. For foreign shareholders: a management company as director for substance.
Notary refuses incorporation. Sanctions hit possible in national, EU, or UN lists. For unexpected hit: report to Authorities and engage an international legal expert for proceedings.
For non-EU shareholders: choose a notary with expertise in international formations — faster and more reliable. For the EU: virtually any notary can perform the formation without the need for additional expertise.
