# Incorporating a BV before a civil-law notary: the documents you need and how they are proved
A besloten vennootschap (private limited company) is created by a notarial deed of incorporation executed before a Dutch civil-law notary, who verifies the identity of each incorporator, the standing of any corporate incorporator, and proof that the agreed capital has actually been paid before signing. The notary then arranges registration with the trade register. This is for founders, foreign parents and directors who need the entity to exist and to be provable to a bank, a counterparty or a Dutch court.
When this route applies
This applies whenever one or more incorporators want to create a new BV, whether the incorporator is a natural person, an existing Dutch entity, or a foreign entity. It applies equally to a single-shareholder BV and to a BV with several founders contributing cash or assets in kind. This falls within Corporate law and governance, where incorporation sits alongside governance disputes and dissolution.
It does not apply to a change of legal form of an existing entity, such as a cross-border conversion into a BV, which follows a separate procedure with its own documents. It also does not apply to a merger, a demerger, or an amendment of the articles of an existing BV: those are separate notarial acts with their own sequence.
Where the incorporator is itself a legal entity, the notary must also establish that it exists under its own law and that the person signing has authority to bind it. That adds a layer of foreign documents to what follows.
Who acts and where
| Actor | Body | Language of the procedure | What they file |
|---|---|---|---|
| Incorporator(s) | the notary's office | Dutch, with an English working translation available in practice | proof of identity, or a power of attorney where not appearing in person |
| Civil-law notary (notaris) | own office | Dutch | drafts and executes the deed of incorporation, verifies identity and capital |
| Trade register (Kamer van Koophandel, Chamber of Commerce) | KVK | Dutch | registers the BV, issues the trade register extract |
| UBO register | held with the trade register at KVK | Dutch | receives the filing of each ultimate beneficial owner |
The sequence
1. Draft the deed. The notary drafts the deed of incorporation from the intended articles of association, the identity of each incorporator and the capital structure. The draft goes to the incorporators for review before signing.
2. Identify each incorporator. Each natural person provides a valid passport or identity card. Each corporate incorporator provides an extract from its home register comparable to a trade register extract, and evidence of who may sign on its behalf.
3. Prove the capital contribution. For a cash contribution, the notary requires evidence that the amount has been paid into an account held by, or for the benefit of, the company being formed. For a contribution in kind, a description and valuation of the asset is annexed to the deed.
4. Execute the deed. The incorporators, or an attorney holding a power of attorney, appear before the notary, in person or, where the notary allows it, remotely. The notary reads out or summarises the deed and it is signed.
5. Register the BV. The notary or the incorporator files the deed with the trade register, which enters the BV and issues the trade register extract, the standard proof of the company's existence and of who represents it.
6. File the UBO information. Each ultimate beneficial owner is registered separately with the UBO register held alongside the trade register.
Deadlines
| Step | Period | From what moment it runs | What happens if missed |
|---|---|---|---|
| Registration with the trade register | a period applies under the applicable Dutch rules; no confirmed figure is available here | from execution of the deed | the company exists as between the incorporators, but registration is required before it can be relied on against third parties |
| UBO filing | a period applies under the applicable Dutch rules; no confirmed figure is available here | from registration of the BV | the register remains incomplete, and the omission itself can attract scrutiny |
| Validity of identity documents shown to the notary | set by the issuing authority, not by Dutch company law | from the date of issue | the notary declines to proceed on an expired document |
This is written in neutral form because the norm cluster for this route carries no confirmed entry for these periods in the registry used to build this page. Check the current position with the notary and the trade register before you rely on a number.
Documents and proof
| Document | Who issues it | Form | Translation or legalisation |
|---|---|---|---|
| Passport or identity card of each natural person incorporator | the incorporator's national authority | original, shown to the notary | usually none for an EU or EEA document; an apostille or legalisation for others |
| Extract from the foreign register of a corporate incorporator | the register of the incorporator's own jurisdiction | recent extract, original or certified copy | apostille or consular legalisation where the country is not a Hague Apostille Convention member, plus a certified translation into Dutch or English |
| Proof of capital contribution | the incorporator's bank, or a valuer for a contribution in kind | bank statement, or asset description and valuation | translation into Dutch or English where the original is in another language |
| Power of attorney, where the incorporator does not appear in person | the incorporator | signed, and legalised or apostilled if executed abroad | certified translation where not in Dutch or English |
Cost
The costs at this stage are the notary's own fee for drafting and executing the deed, and the trade register's filing fee. Neither figure is confirmed in the source register used for this page, so no amount is given here: check the current tariff with the notary and with the trade register before you rely on one.
What drives the total is complexity rather than a flat charge. A single-incorporator, cash-funded BV is the simplest case. A contribution in kind requires a valuation and adds to the notary's work. A foreign corporate incorporator adds document review and, where the documents are not in Dutch or English, translation.
No court fee arises at incorporation itself: no court is involved unless a dispute follows later.
Objections you will meet
The notary questions the source of the capital. Dutch notaries must satisfy themselves about the origin of funds before executing a deed. A cash contribution from an account not clearly linked to the incorporator invites further questions rather than an automatic refusal.
A foreign incorporator's extract is not accepted as equivalent. Where the foreign register produces no document comparable to a trade register extract, the notary asks for an alternative, such as a statement from a lawyer in that jurisdiction confirming the entity's existence and representation.
The power of attorney is challenged. A power of attorney signed abroad without apostille, legalisation or translation is typically rejected until the formal defect is cured. That delays execution rather than blocking it permanently.
The in-kind contribution is disputed later. Where a contribution in kind is later shown to have been overstated, the incorporators who benefited can face personal exposure for the shortfall under the applicable Dutch rules. Governance disputes of this kind, once the company exists, follow a different track, addressed separately for interim measures at the Enterprise Chamber, which has its own documents and proof requirements.
Outcome and enforcement
At the end of this sequence you hold three things: the notarial deed of incorporation, the trade register extract showing the BV's registration and its directors, and, once filed, the UBO registration. The trade register extract is what a bank, a counterparty or a Dutch court asks to see as proof that the entity exists and of who may bind it.
None of this converts into money on its own: it establishes the vehicle. Tax registration, a bank account and any licence the intended activity requires follow on a separate track, outside this procedure. Where the new BV later becomes party to a transaction that triggers a filing requirement, enforcing the outcome of a foreign subsidies notification is a distinct procedure, not part of incorporation.
Cross-border effect
A BV incorporated before a Dutch civil-law notary is recognised throughout the European Union under the freedom of establishment, without further formality in the country of use. Outside the EU, recognition depends on the receiving country's own conflict of laws rules, not on anything the notary does.
What has to be added for use abroad is usually an apostille or legalisation of the trade register extract, plus a certified translation, so a foreign bank, registry or court can rely on the document without independently verifying Dutch law. Where the incorporators sit outside the Netherlands, the same apostille or legalisation chain runs the other way, into the Netherlands, for the documents they supply to the notary.
Where the new BV sits under a foreign parent, for example a Swiss one, a structure report on a Swiss group map sets out the ownership chain independently of what the notary's file shows.
What this does not cover
- Tax registration with the Belastingdienst, a separate filing made after incorporation.
- The notary's own fee schedule: this page states only that the fee exists, not its amount.
- Sector-specific licences that the BV's intended activity may require.
- Conversion of an existing foreign entity into a BV, which follows cross-border conversion rules, not this sequence.
- Ongoing filing obligations after incorporation, such as annual accounts.
Questions
Can a foreign founder incorporate a BV without travelling to the Netherlands?
In practice yes, where the notary allows execution by power of attorney or by remote appearance and the underlying documents are in order. The notary decides case by case whether remote execution is acceptable for a given file.
What proof does a corporate incorporator need to provide?
A recent extract from its home register showing its existence and its authorised representatives, and, where that register produces no equivalent document, an alternative such as a lawyer's statement from that jurisdiction, each with legalisation and translation as required.
Is the trade register extract enough to open a bank account?
Dutch banks generally treat the trade register extract as the starting proof of the BV's existence and representation, but banks apply their own additional checks on the source of funds and the beneficial owners, separate from the incorporation procedure itself.
About this material
Written by Eva Kuipers, responsible for governance and Enterprise Chamber matters at Nolthenius & Partners. Eva works on the mechanics of incorporation, governance disputes and procedures before the Enterprise Chamber.
Where this leads
A director appointed at incorporation who never sets foot in the Netherlands carries distinct exposure, addressed separately for a director of a Dutch entity you never visited, in the context of bank financing. Where the BV's purpose later ends, the mirror procedure is voluntary dissolution of a BV.
A structure report sets out the resulting ownership chain and the documents behind it, built from public registers rather than from the incorporation file itself.
If you want a second read of your specific facts before you go to the notary, send them through as a route note and we will set out the fork and what each branch costs in fees and time.
Last legal review: 2026-09-21