Incorporating a BV before a civil-law: who files and where

# Incorporating a BV before a civil-law notary: who files, where, and in what language

Incorporating a Dutch besloten vennootschap (BV, private limited company) requires a deed executed before a civil-law notary registered in the Netherlands, followed by registration with the Trade Register kept by the Kamer van Koophandel (KVK, the Dutch Trade Register). This page sets out who acts at each step, where the filing happens, and what language the deed and the register entry can be in.

Who this page is for

You are past the point of deciding whether a BV is the right vehicle. You have founders, you have a draft set of articles or a term sheet, and you need to know the mechanics: who signs what, where the paperwork lands, and whether the process can run in English. This sits within corporate law and governance, and the mechanics below apply whether the BV is a standalone holding company or the acquisition vehicle in a wider transaction.

Three situations bring people to this page. A foreign parent is setting up a Dutch subsidiary and the local signatory cannot always be in the Netherlands in person. A group of founders is incorporating a joint venture and needs to know before the appointment what each of them must bring. An adviser is coordinating incorporation against a closing date on a related deal and needs the filing sequence in writing to plan around it.

The route, step by step

Step	Who acts	What happens
1	Founder(s), with the civil-law notary	The deed of incorporation is drafted and reviewed against the founders' instructions
2	Civil-law notary	Identity of each founder is verified, including anyone signing under a power of attorney
3	Civil-law notary	The deed of incorporation is executed before the notary in the Netherlands
4	Civil-law notary, on the founders' instruction	The incorporation is filed with the Trade Register kept by the KVK
5	KVK	The BV is registered and an extract confirming registration is issued
6	Founder or the appointed director	The extract is used to open the BV's bank account and register with the tax authorities

The deed itself brings the BV into existence; registration with the Trade Register is a separate, subsequent step, and under the applicable Dutch rules it must follow within the period the notary sets out in the engagement letter.

Where you file, and in what language

Element	Requirement
Deed of incorporation	Executed before a civil-law notary admitted to practise in the Netherlands
Trade Register filing	Filed with the KVK office covering the municipality of the BV's registered office
Language of the deed	Dutch, or another language the notary is satisfied all signing parties understand
Language of the Register entry	Dutch
Power of attorney, if used	Accepted in Dutch or English; other languages generally need a translation the notary accepts

A founder who does not speak Dutch does not need a Dutch-language deed. A founder who cannot attend in person does not need to fly in; a properly executed power of attorney covers both.

What we need from you before we start

Item	Why it is needed	Format
Identity documents of each founder	The notary must verify identity of every party to the deed	Certified copy, or original for in-person verification
Draft articles of association or term sheet	Basis for the notary's deed	Word or PDF
Ultimate beneficial owner details	Required for the UBO filing made alongside incorporation	Name, nationality and percentage of control for each UBO
Registered office address	Needed for the Trade Register filing	A street address in the Netherlands
Power of attorney, where a founder will not attend	Allows the deed to be signed without personal attendance	Notarised or apostilled, per the notary's instruction

Where a founder is itself a legal entity, we also need that entity's own extract from its home register, current at the date of the deed.

What drives the timeline and the cost

The notary charges a fee for drafting and executing the deed, set independently by that notary's own office and not by us. The KVK charges a registration fee under its own published tariff. Beyond that, three things move the timeline: whether any founder needs a translated or apostilled power of attorney, whether a founder is itself a foreign entity whose own register extract needs legalisation, and how many founders there are to verify. A single Dutch-resident founder with documents already in order is the fastest case; a group of foreign corporate founders, each needing legalised extracts, is the slowest.

What we would need to see before advising

The draft articles of association, or a term sheet setting out share classes and voting rights
Identity documents and country of residence for each founder
Confirmation of whether any founder is itself a legal entity, and if so its own register extract
Confirmation of whether any UBO is domiciled outside the Netherlands
Whether the incorporation needs to complete against a related transaction closing date

What this does not cover

The notary's own fee schedule, which is set by the notary's office and not published by us
Tax structuring of the BV once it exists
Drafting of a shareholders' agreement, covered separately under our shareholders' agreements service
Recognition of the Dutch deed outside the Netherlands
Governance disputes that arise after incorporation, including matters that reach the Enterprise Chamber

Questions

Who actually signs the deed of incorporation?

Each founder signs, either in person before the civil-law notary or through an attorney holding a power of attorney the notary accepts. Where a founder is a legal entity, the person signing on its behalf must show authority to bind that entity, evidenced by that entity's own constitutional documents or register extract.

Where is the BV registered after the notary executes the deed?

The notary files the incorporation with the KVK office covering the municipality named as the BV's registered office in the deed. The Trade Register entry, not the deed itself, is what a counterparty checks to confirm the BV exists and who its director is.

Can the incorporation documents be filed in English?

The deed can be executed in a language every signing party understands, including English, if the notary is satisfied of that. The Trade Register entry itself is recorded in Dutch. A power of attorney in English is generally accepted without translation; other languages usually need one.

What happens if a founder cannot appear in person before the notary?

A power of attorney, notarised or apostilled as the notary instructs, lets someone else sign on the founder's behalf. This is routine for foreign founders and adds a document to prepare in advance rather than a reason to delay the appointment itself.

Is a dispute about a defective incorporation heard by a Dutch court?

Yes. Questions about whether a BV was validly incorporated, or whether a founder's authority to sign was genuine, are matters for a Dutch court applying Dutch law, regardless of where the founders are based or where the underlying dispute originates.

Sanne de Wit

Structures, holding and tax. Handles incorporation, share structuring and cross-border holding questions for corporate clients incorporating or restructuring Dutch entities.

Next step

Book a 30-minute scoping call: bring the draft articles or term sheet, the founder list with countries of residence, and confirmation of whether any founder is itself a legal entity. We tell you on that call what the notary and the Trade Register will need from each founder and in what order. Where the incorporation sits inside a wider ownership structure, a structure report sets out the existing entities and their filings before the new BV is added to the chain.

Incorporating a BV before a civil-law notary: who files, where, and in what language