# Incorporating a BV before a civil-law notary: the timeline from first step to outcome
Incorporating a Dutch BV runs through five fixed stages: name and identity checks, drafting of the deed, execution before a civil-law notary, registration in the Trade Register, and entry in the UBO register. The civil-law notary is the only actor who may execute the deed, and the Chamber of Commerce is the only body that confers legal personality by registering it. This page sets out who acts at each stage, what runs on a clock, and what is charged. It is for founders, in-house counsel and advisers planning the sequence, not for choosing between legal forms.
When this route applies
This timeline applies to incorporation of a private limited company (besloten vennootschap, BV) by one or more founders, whether natural persons or existing legal entities, resident in the Netherlands or abroad. It applies equally to a single-shareholder BV and to a BV with several founders contributing in cash or in kind. It does not apply to conversion of an existing legal form into a BV, to a BV created inside a cross-border merger, or to incorporation of a public limited company (NV). Where a foreign parent is the sole founder, the sequence itself is unchanged; only the documents proving the parent's existence and authority differ, and those documents sit on the critical path, not to one side of it. The deed is executed under Dutch law before a civil-law notary in every case covered here.
Who acts and where
| Actor | Body | Language of the procedure | What they file |
|---|---|---|---|
| Founder(s) / incorporator(s) | Private party, no public office | Dutch or English, at the notary's discretion | Instructions to the notary, identity documents, a power of attorney if represented |
| Civil-law notary (notaris) | Notarial office | Dutch for the deed; an English working translation may accompany it | The deed of incorporation and the request for registration |
| Chamber of Commerce (KVK) | Dutch Trade Register (Handelsregister) | Dutch | Registration of the company and the UBO declaration |
| Tax Administration (Belastingdienst) | Dutch Tax Administration | Dutch | Corporate tax and VAT registration, coordinated automatically on registration |
The sequence
1. Name and availability check. The founder checks that the intended company name is not already registered and clears it informally with the civil-law notary before drafting starts. Output: a working name that can go into the deed.
2. Instruction of the civil-law notary. The founder provides instructions, identification, and, if the founder is itself a legal entity, an extract proving its existence and authority to incorporate. Output: a drafting file opened by the notary.
3. Drafting of the deed of incorporation and the articles of association. The civil-law notary prepares both documents and circulates them for the founder's review and comment. Output: a draft deed ready for execution.
4. Identity verification. Where a founder is not resident in the Netherlands, verification proceeds through a local representative acting under a power of attorney, or, where the notary offers it, through video identification. Output: a verified signing party.
5. Execution of the deed before the civil-law notary. Under the applicable Dutch rules, the deed is executed by, or on behalf of, the founder in the notary's presence. Output: an executed deed of incorporation.
6. Filing for registration in the Trade Register. The civil-law notary files the deed and the required particulars with the Chamber of Commerce, under the applicable Dutch rules, without unreasonable delay after execution. Output: an application for registration.
7. Registration and allocation of a Trade Register number. The Chamber of Commerce registers the company. Under the applicable Dutch rules, the BV obtains legal personality at this point, not at signing. Output: a registered BV with a Trade Register number.
8. UBO declaration. The civil-law notary or the company registers the ultimate beneficial owner or owners in the UBO register held by the Chamber of Commerce. Output: a UBO entry.
9. Coordination with the Tax Administration. Corporate income tax registration and, where applicable, VAT registration follow automatically from Trade Register registration. Output: a tax reference for the new company.
Deadlines
| Step | Period | Runs from | If missed |
|---|---|---|---|
| Filing for registration after execution | Under the applicable Dutch rules, no extended delay is permitted | Execution of the deed | The company remains a BV in formation, and founders acting on its behalf stay personally exposed |
| UBO registration | Under the applicable Dutch rules | Registration in the Trade Register | The register entry stays incomplete, with consequences that follow under the applicable Dutch rules |
| Ratification of pre-incorporation acts | Under the applicable Dutch rules | Acts performed before registration | Liability for those acts can remain with the person who performed them |
Documents and proof
| Document | Who issues it | Form | Translation or legalisation |
|---|---|---|---|
| Deed of incorporation | Civil-law notary | Notarial deed, Dutch | An English working translation is commonly produced for foreign founders; not required for validity |
| Articles of association | Civil-law notary, annexed to the deed | Written, Dutch | Same as above |
| Extract proving existence of a corporate founder | The founder's home companies register or equivalent body | Original or certified copy | Legalisation or apostille, plus translation, depending on the country of origin |
| Power of attorney, where the founder is represented | The founder | Written, signed | Legalisation and translation on the same basis as the extract above |
| Trade Register extract, post-registration | Chamber of Commerce | Official extract | Issued in Dutch; an English-language extract can be requested |
Cost
Three charges make up the cost of incorporation: the civil-law notary's fee for drafting and executing the deed, the Chamber of Commerce's registration tariff, and, where the founder is not Dutch-resident, the cost of legalising and translating the founder's own documents. The notary's fee is not fixed by law: each notary sets it, and it moves with the complexity of the articles and the number of founders. The Chamber of Commerce publishes its own registration tariff; check the current figure directly with the Chamber of Commerce, since no fixed figure is stated in the source registry underlying this page. Legalisation and translation costs depend on the founder's own country and the number of documents involved. What sits outside this cost entirely: any professional fee for advice on the choice of legal form, or for governance structuring once the BV exists.
Objections you will meet
Can incorporation happen without either founder travelling to the Netherlands? Yes. Execution can proceed through a power of attorney to a local representative, or through video identification where the notary offers it; the deed itself is still executed before the civil-law notary.
Can the process be expedited? There is no statutory fast track. The variable element is drafting and document collection, not the notary's own calendar; a founder who supplies a complete file early removes most of the delay.
Does the founder have to contribute a minimum amount of capital? The amount contributed is set out in the deed itself and is largely left to the founders under the applicable Dutch rules; it is not fixed at a statutory minimum in the way it once was under the earlier regime.
What happens if the deed turns out to be defective? A dispute over the validity of incorporation, or over acts performed before registration, is resolved by a Dutch court applying the applicable Dutch rules. This is rare in practice, because the notary checks the file before execution.
Outcome and enforcement
At the end of the sequence you hold a registered BV: an executed deed, a Trade Register number, a UBO entry and, usually within the same cycle, a tax reference. Under the applicable Dutch rules, legal personality attaches on registration, not on signing, which is why the interval between execution and registration matters for anyone who signs on the company's behalf during that window. Acts performed for a BV in formation bind the company once it ratifies them after registration; until ratification, the person who acted can remain personally liable, and what happens when you signed for the company after the point of no return sets out that exposure in more detail. The Trade Register extract is the document a bank, a counterparty or a foreign registry will ask to see as proof that the company exists and who is authorised to represent it.
Cross-border effect
A Dutch BV is recognised as a legal entity across the European Union without further formality, under the freedom of establishment that applies to companies incorporated in a member state. Outside the EU, recognition depends on the receiving jurisdiction's own rules on foreign legal entities; a Trade Register extract, apostilled or legalised as the receiving authority requires, is usually the document asked for. Where the founder is itself a foreign entity, the reverse applies: its own constitutional documents must be proven to Dutch standards before the civil-law notary will act. Where the founder's own ownership chain runs through several layers, a beneficial-owner structure report for Turkey establishes who ultimately controls the founder before the file reaches the notary. Once the BV exists, it may itself become the vehicle for a later transaction; where that transaction is an asset acquisition rather than a share purchase, an asset deal and the transfer of undertakings runs its own separate filing sequence.
What this does not cover
- The choice between a BV, an NV or another legal form: that is a separate decision, not a timeline question.
- Post-incorporation governance, including shareholder agreements and board rules, which sit under board and governance structuring.
- The substance and content of UBO disclosure exemptions.
- Ongoing filing obligations that arise after incorporation, such as annual accounts.
- The tax treatment of the BV once it is registered.
Questions
Can a BV be incorporated without either founder appearing in person in the Netherlands?
Yes. Execution can proceed under a power of attorney to a local representative, or, where the notary offers it, through video identification; the deed is still executed before a Dutch civil-law notary.
Is there a statutory minimum capital for a Dutch BV?
The amount contributed is set out in the deed and left largely to the founders under the applicable Dutch rules. There is no fixed statutory minimum in the way that used to apply under the earlier regime.
When does the BV obtain legal personality: on signing the deed or on registration?
Under the applicable Dutch rules, legal personality attaches on registration in the Trade Register, not on execution of the deed. Between the two, the company exists only as a BV in formation, and anyone who signs for it in that interval carries their own exposure.
Written by
Eva Kuipers, governance and the Enterprise Chamber. Her work covers board structuring, shareholder disputes and Enterprise Chamber proceedings connected with Dutch companies. This timeline sits inside corporate law and governance, as the mechanical step that precedes any board or shareholder structuring work.
Where this fits and what to do next
Incorporation is the mechanical opening move; a dispute that follows it, for instance over board conduct once the BV exists, moves through a different clock entirely, set out at interim measures at the Enterprise Chamber. Where the founder's own standing or ownership chain needs to be established before the notary can proceed, a structure report sets out the chain of ownership and control drawn from the public registers available. If your incorporation sits inside a cross-border structure, or a founder's own standing needs checking before the notary will act, route this to a note: set out the founder's own structure, the jurisdiction involved, and the completion date you are working to.
Last legal review: 2026-09-21