Incorporating a BV before a civil-law notary: court fees, official charges and what drives the cost
You are here because you have decided to incorporate a besloten vennootschap (BV, private limited company) and now need to know what the process actually costs, step by step, separate from any adviser's fee. This page sets out who acts at each stage, the deadlines that apply, and the official charges that are published, distinct from the notaris (civil-law notary)'s own fee, which Dutch law does not fix.
Who reaches this stage
Three situations bring people to this exact question. A founder team has agreed the structure and now needs the mechanical steps priced and sequenced before instructing anyone. A foreign parent company is setting up a Dutch subsidiary and its finance team needs the official charges isolated from the notary's fee for budgeting purposes. An adviser or accountant is preparing a client for incorporation and needs the sequence confirmed before scheduling the notary appointment.
The route, step by step
Only a Dutch civil-law notary may execute the akte van oprichting (deed of incorporation); no other professional, in the Netherlands or abroad, can perform this act. The table below sets out who acts at each stage and what depends on what.
| Step | Who acts | What happens |
|---|---|---|
| 1. Instruction | Founder(s) | Founders confirm share structure, directors, registered office and articles content |
| 2. Drafting | Civil-law notary | The notary drafts the deed of incorporation and the statuten (articles of association) |
| 3. Identity and source-of-funds check | Civil-law notary | Verification under the Wwft (anti-money laundering rules) of founders and any UBO |
| 4. Review | Founders | Founders review and confirm the draft before signing |
| 5. Execution | Founders and notary | The deed is signed before the notary, in person or, where permitted, remotely |
| 6. Trade Register filing | Civil-law notary | The notary registers the new company with the Handelsregister (Trade Register) |
| 7. UBO entry | Founders, via the Chamber of Commerce | Ultimate beneficial owners are entered in the UBO register held alongside the Trade Register |
| 8. Bank account | Founders | A Dutch business bank account is opened once the extract from the Trade Register exists |
What the timeline actually looks like
The table below reflects practical sequencing rather than a fixed statutory count of days, because the exact filing deadline is set under the applicable Dutch rules and is not restated here as a number.
| Stage | Practical duration |
|---|---|
| Drafting and internal review | One to two weeks, depending on how quickly founders confirm the structure |
| Identity and Wwft verification | Runs in parallel with drafting, provided documents are supplied promptly |
| Signing to Trade Register filing | The notary files without delay after signing, under the applicable Dutch rules |
| Extract available for the bank | Same day as filing in most cases, subject to the Chamber of Commerce's processing |
What we need from you before the notary can act
Before drafting begins, the notary requires a defined set of documents and confirmations from every founder and director.
- A valid passport or national identity document for each founder, director and UBO
- Proof of current residential address, no older than the period the notary specifies
- The intended share capital, share classes and the split between founders
- Confirmation of the registered office address in the Netherlands
- For corporate founders, an extract from the relevant foreign trade register, legalised where required
What we would need to see before advising
Before we scope a mandate around this incorporation, we ask to see the following.
- The intended shareholder structure, including any foreign parent or ultimate beneficial owner
- Whether any founder or director is resident outside the Netherlands
- Whether the company will hold a licensed activity requiring a separate registration
- Any existing group structure the new BV sits inside, for the UBO analysis
- The target date for having a functioning bank account
What drives the cost
No statutory minimum capital applies to a BV under current Dutch law, which removes one cost driver that existed before the flex-BV reform. What remains is a mix of official charges and variables that change with the complexity of the founders and the structure, set out below.
| Cost driver | Why it moves the cost |
|---|---|
| Trade Register registration charge | A fixed official charge set and published by the Chamber of Commerce, separate from the notary's fee |
| The notary's own fee | Unregulated since deregulation of notarial tariffs; varies by notary, complexity and number of founders |
| Number of founders and directors | Each additional party adds identity and Wwft verification work |
| Foreign founders or directors | Foreign identity documents and, where required, legalisation or apostille add both time and cost |
| Foreign corporate shareholder | A foreign trade register extract, sometimes with certified translation, is required before drafting |
| UBO structure complexity | Layered or foreign UBO chains extend the verification the notary must complete under the Wwft |
Translation of foreign documents into Dutch, where the notary requires it, is charged as passed through and is not part of any fixed schedule.
The decisions that stay with you
The founders decide the share structure, the split of voting and economic rights, and who is appointed as director; the notary does not decide these matters, only records them correctly. Whether directors are subject to a board risk review before appointment, particularly where a foreign parent is involved, is also a decision for the founders and their advisers, not a step the notary performs. Where that review is relevant, it sits alongside incorporation rather than inside it, and is described separately on the board risk review page.
What can go wrong
A deed drafted on incomplete instructions is the most common source of delay, because the notary cannot execute until identity and Wwft checks close. Missing or unlegalised foreign documents from a corporate founder are the second most common cause, and they are foreseeable if the founder structure is confirmed early. A governance dispute between founders after signing does not undo the incorporation, but it can escalate to interim measures at the Enterprise Chamber if it is not resolved; that route, and its own cost structure, is set out on the interim measures at the Enterprise Chamber page, and only reaches a Dutch court once it is filed as a formal request. Incorporation on its own does not put the matter before a Dutch court; the notarial process is administrative, not judicial.
What this does not cover
- Cross-border merger control referrals, where a new Dutch entity sits inside a transaction requiring notification; that route is described on the EU merger control referral page
- Licensing for regulated activities the new BV intends to carry out
- Ongoing corporate housekeeping once the company exists, covered under our corporate housekeeping service
- Verification of directors or officers domiciled outside the Netherlands, where a separate structure report such as the Switzerland directors and officers report applies
- Any figure not published by the Trade Register or set out under the applicable Dutch rules
Questions
Does a BV still need a minimum share capital?
No. Since the flex-BV reform, Dutch law no longer sets a statutory minimum capital for a BV. Founders can incorporate with a nominal capital of their choosing, subject to the articles. This removed one of the largest historical cost drivers from the incorporation process, though it did not remove the Wwft verification the notary must still complete.
Is the notary's fee fixed by law?
No. Notarial tariffs in the Netherlands were deregulated, and each notary sets its own fee for drafting and executing the deed. The fee depends on the complexity of the structure, the number of founders and directors, and whether foreign documentation is involved. No fixed schedule exists to quote from, which is why this page describes drivers rather than a figure.
Can the deed be signed without founders travelling to the Netherlands?
In defined circumstances a notary can execute a deed with a founder participating remotely, subject to the identification method the notary accepts under the Wwft. Whether this is available depends on the notary and the founder's jurisdiction. This is confirmed at the drafting stage, not assumed in advance.
What happens if a founder is a foreign company rather than an individual?
The notary requires a current extract from the foreign company's home trade register, showing its directors and, where relevant, its ultimate beneficial owners. Depending on the jurisdiction, this extract may need legalisation or an apostille and, if not in Dutch or English, certified translation. This adds time to the drafting stage and is the most common cause of delay for corporate founders.
Does incorporation itself involve any court fee?
No. Incorporation before a civil-law notary is an administrative, not a judicial, procedure, and no court fee attaches to it under Dutch law. Court fees become relevant only if a dispute later arises between founders or shareholders and is brought before a Dutch court, which is a separate matter from the incorporation itself.
Author
Sanne de Wit — Structures, holding and tax. Sanne advises on the formation and layering of Dutch holding and operating structures, including the points in the incorporation sequence where foreign founders add complexity.
Where this goes next
A 30-minute scoping call is the right next step if you have a founder structure in mind and want the sequence, the documents required and the realistic timeline confirmed before instructing a notary. Bring the intended share and director structure, and the jurisdictions of any foreign founders; you will leave with the document list and a realistic timeline. Where the structure itself needs independent verification before incorporation, particularly for a foreign parent, a structure report sets out what is available, what it costs and how long it takes, as a fixed-tier product separate from any advisory fee.
Last legal review: 2026-09-21