The role of the notary in establishing a BV

The notary is not optional when establishing a BV: the law requires a notarial deed. He drafts the deed of incorporation and articles of association, conducts a legally required Wwft client due diligence, identifies the founders, executes the deed, and handles the Chamber of Commerce registration and UBO notification. Consequently, he is not an extra service, but the legal prerequisite without which your BV cannot exist.

Anouk initially went to a traditional firm with an hourly rate; with the third quote, she opted for a digital notary who was finished in two weeks for €550 all-inclusive. The core tasks are the same at both — the difference lies in format, pace, and price.

The short answer: what does the notary do?

• Drafting the deed of incorporation and articles of association. The legal basis of your BV.
• AML client due diligence. Statutory check on identity, origin of funds, and risks.
• Execution of the deed. The official moment at which the BV comes into existence.
• Registration with the Chamber of Commerce. Almost always arranged by a notary.
• UBO notification. Mandatory registration of ultimate beneficial owners.

The legal basis for notarial incorporation is found in Book 2 of the Dutch Civil Code. Legally, a BV only comes into existence at the moment the notary executes the deed.

The Wwft client due diligence

The Anti-Money Laundering and Counter-Terrorism Financing Act (Wwft) requires notaries to conduct extensive client due diligence. Specifically:

• Identify all founders with a valid proof of identity.
• Determining who the UBO (ultimate beneficial owner) is — a natural person with > 25% interest.
• Investigation into the origin of the funds for the capital.
• Risk classification and any additional questions regarding unusual transactions.

For a typical SME formation, this is a formality. For international founders or large amounts, it takes more time. Also read about the AML investigation and the UBO register if those posts are available.

What is stated in the deed of incorporation?

The deed usually contains:

• Identity of founders and directors: name, address, date of birth, any legal entities.
• Name, registered office and purpose of the BV.
• Share capital: number of shares, types, nominal value and how paid up.
• Articles of Association: management regulations, shareholders' meeting, blocking provisions, profit distribution, representation.
• Appointment of first directors.

The articles of association are the basic rules of your BV and are public via the Chamber of Commerce. For agreements that do not need to be made public, you use a shareholders' agreement — more in shareholders' agreement vs. articles of association.

The digital notary (since 2021)

Since 2021, you can incorporate a BV digitally in the Netherlands. The notary plays the same role, but the process takes place via video connection and digital identification. Pros and cons:

• Advantages: faster (1–2 weeks), cheaper (€350 – €650), no travel, suitable for standard setups.
• Disadvantages: less suitable for very complex or international situations, and some founders feel more comfortable with personal contact.

For a typical SME, digital works just fine. For custom work, a physical office sometimes pays off.

The different roles: notary, lawyer, accountant

Many entrepreneurs confuse roles. The difference:

• Notary: legally required for the deed of incorporation. Also handles other notarial deeds (transfer of real estate, amendment of articles of association, will). Not a legal advisor in a commercial sense.
• Legal professional: advisor on the legal infrastructure after incorporation (shareholders' agreement, management agreement, general terms and conditions, contracts). Often also in disputes.
• Accountant: tax advice, bookkeeping, annual accounts, tax returns. Important for structure choice before and after incorporation.

For the difference between a jurist and a lawyer: the difference between a lawyer and a jurist.

What do you arrange yourself in advance (and what not)?

The notary handles the legal incorporation, not the strategic choices. What you determine in advance yourself (or with a lawyer/accountant):

• With or without a holding structure.
• The name (check with the Chamber of Commerce and the Trademark Register beforehand).
• The objective description — not too narrow, not too vague.
• The share class and distribution, especially with multiple founders.
• Amount of capital and method of contribution.
• Possible composition of the Board, quality requirements, statutory particulars.

The notary asks about these choices and includes them in the deed. If you are not clear on them, the notary will make suggestions—but customization is lost. Invest an hour in a consultation with a legal expert before the notary gets involved.

After passing

The notary is finished after the deed has been executed and the Chamber of Commerce and UBO notifications have been filed. What you arrange yourself afterwards: VAT application, business bank account, initial board resolutions, shareholders' agreement (in the case of multiple founders), management agreement, and general terms and conditions. Read more in what happens after the notary has executed the deed.

Honest recommendation

The notary is not an extra option but a legal requirement for the existence of your BV. Choose a reputable firm — digital or physical — with a fixed price and a clear turnaround time. Invest in a consultation with a lawyer or accountant beforehand regarding the structural choices (holding company, shares, purpose description); the notary executes what you decide, not what you should decide.

For the step-by-step plan and costs: Setting up a BV in 2026 and BV setup costs. For the legal infrastructure that follows the notary: shareholders' agreement and management agreement.

Frequently Asked Questions