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You can fully pay up shares in a BV in cash or in kind. Since the Flex-BV Act (2012), there is no longer a minimum capital requirement — a share with a nominal value of €0.01 can be fully paid up with one euro cent. In practice, a symbolic amount of €100 or €1,000 is often chosen, which you, as the founder, transfer to the BV's business account. Payment in kind (a laptop, inventory, customer portfolio) is possible, but requires an auditor's statement or valuation report.
Anouk contributed €100 in cash upon incorporation. It was arranged quickly; no valuation was required. When she later transferred her sole proprietorship into the BV, the more complex route of a contribution in kind did come up — but by then it was already a retroactive share issuance, not the incorporation contribution.
The short answer
- No minimum capital since 2012.
- Cash deposit: simple, frequently chosen, requires no additional documentation.
- Contribution in kind: possible, requires valuation and (often) an auditor's report.
- Time limit: usually before or at incorporation, or within a period agreed upon in the deed.
Cash deposit
The simple route. Steps:
- You open a business bank account in the name of the BV.
- The founder(s) transfer the agreed amount (often €100 or €1,000).
- The bank statement serves as proof of deposit.
The legal basis: Book 2 of the Dutch Civil Code, Article 2:191 et seq. The contribution may take place before or at the time of incorporation, or after an agreed period stated in the deed.
Deposit in kind (contribution)
Validity: you can fully pay up shares with assets other than cash — for example:
- Stocks, machinery, or inventory.
- A laptop, software, patent, or trademark.
- A whole undertaking (a sole proprietorship that you contribute to the BV).
- Shares in another BV (in the case of a taxable or tax-free contribution).
Condition: the value of the contributed assets must be objectively verifiable. For larger transactions, the notary requests a valuation report (often from a chartered accountant). A separate item is included in the holding/contribution batch for the tax aspects of the contribution.
When do you choose what?
- Cash contribution: for a new BV that you establish without existing assets — by far the usual route.
- Contribution in kind: upon conversion of a sole proprietorship into a BV, upon contribution of a business to a holding company, or upon the entry of a shareholder who contributes something physical.
Practical tips
- Document the deposit. Keep a bank statement or valuation report in the shareholders' register of the BV.
- A deposit of €0.01 is possible, but appears symbolic. €100 or €1,000 is more professional and provides the BV with minimum working capital.
- In the case of multiple shareholders: ensure that each shareholder contributes their share, not one collective amount — otherwise, there will be ambiguity regarding who paid what.
- Non-fully paid-up shares also exist: in that case, the shareholder retains a debt to the BV for the unpaid portion. This is often undesirable in subsequent transactions.
Honest recommendation
For a new one-person BV: deposit €100 or €1,000 in cash. Done in five minutes. For the contribution of a business, a holding structure, or more complex situations: have an accountant or lawyer review the situation — that is where the valuation question and tax optimization lie. For the broader steps: step-by-step plan for setting up a BV in 2026.
Frequently Asked Questions
The shareholder pays the nominal value (and any share premium) of his shares to the BV. This can be done in cash into the business account or in kind (goods, business, rights). Only after payment is the shareholder formally fully “registered” as a shareholder.
No statutory minimum since the Flex-BV Act (2012). A share with a nominal value of €0.01 can be fully paid up with one euro cent. In practice, €100 or €1,000 is often chosen as symbolic working capital.
Yes, this is a contribution in kind. The value of the contributed item must be objectively verifiable. For larger amounts, the notary requests a valuation report from a registered accountant. For small amounts (a laptop of €1,500), this is generally not necessary.
Nominal value is the “official” amount of a share as stated in the articles of association. Share premium is everything paid above the nominal value — for example, at a higher price during a share issuance. Both count towards the equity of the BV.
Almost always, yes. A BV is formed with shares that must, in principle, be fully paid up. It is possible to issue unpaid shares, but in that case, the shareholder retains a debt to the BV — usually undesirable.
For a cash deposit: the bank statement of the business account. For a deposit in kind: a valuation report and/or auditor's statement. Keep both in the shareholders' register; the notary or buyer will want to be able to review these for subsequent transactions (transfer, exit).
In that case, the shareholder retains the obligation to pay up the capital towards the BV; in the event of the BV's bankruptcy, the bankruptcy trustee can demand payment. Upon transfer or exit of the shareholder, the obligation to pay up the capital generally transfers with them — which leads to complications upon sale. It is better to pay up the full amount immediately.
