Knowledge base
BV structure: holding company, shares and management
BV structure: shares, holding company and management explained
A BV (the Dutch private limited company) is more than a legal form on paper. The choices you make when setting up a BV in the Netherlands determine how you run your company, how you distribute profit and how you may exit later on. On this page you can read how the BV structure works: from shares and authorised capital to the role of the management board and the articles of association.
A BV issues shares to its shareholders. Those shares represent an ownership stake in the company and give a right to part of the profit (dividend) and a say through the general meeting of shareholders. The total number of shares a BV is allowed to issue is called the authorised capital. The amount actually paid up is the issued and paid-up capital. If you want to know more about the basic principles, also read our explanation of what a BV is and the key terms.
How do shares in a BV work in practice? At incorporation, the civil-law notary sets out in the deed of incorporation how many shares are issued and at what nominal value. That nominal value does not have to be the economic value. If you buy shares in an existing company or become a shareholder in a BV through a share transfer, you pay the agreed price for those shares. The transfer always takes place through a notarial deed. Buying a BV therefore means, in practice: you take over the shares, and with them the entire legal entity including its obligations.
The articles of association of a BV are the rules of the company. What exactly are the articles of association of a BV? They are the rules recorded by the notary at incorporation: the name, the object of the company, the distribution of shares, the powers of the management board and the rules for shareholders' meetings. If you want to amend the articles later, you need a notary and usually a resolution of the general meeting of shareholders.
The management board of a BV consists of one or more directors. The director of a BV represents the company externally and is responsible for day-to-day policy. The articles of association state who has signing authority and in what way, such as individually or jointly with a fellow director. Signing authority in practice means: the person whose signature legally binds the BV. In a holding structure, the holding company is often the director of the operating company. In that case the natural person signs on behalf of the holding company, which in turn is the director of the operating company.
The capital contribution at incorporation is the amount you pay in as a shareholder in exchange for your shares. A minimum capital of 18,000 euros used to apply; that requirement has been abolished. Even so, a realistic capital contribution is sensible, because it partly determines the financial position of the BV on day one. What is start-up capital in this context? It is the capital the BV starts out with, provided by the shareholder(s) through the issue of shares. The meaning of start-up capital is therefore broader than just cash: assets that are contributed (such as the business of a sole proprietorship) can also serve as start-up capital.
Setting up a holding company, setting up an operating company and exiting as a shareholder
A holding company and operating company structure is the most widely used BV set-up for entrepreneurs in the Netherlands. The holding company (also called a management BV or personal holding) holds the shares in the operating company. Profit that the operating company distributes to the holding company falls under the participation exemption and is in principle untaxed. You can then decide from the holding company whether to invest the capital, save it or still take it out privately as dividend. That gives you considerably more flexibility than distributing profit directly to private.
Setting up a holding company and a BV always goes through the notary. The notary executes the deed of incorporation for both companies. Nummerix takes care of everything that follows: setting up the bookkeeping, the payroll for the director-major shareholder (DGA), the VAT (btw) returns, the corporate income tax (vennootschapsbelasting, VPB) return and preparing and filing the annual accounts (jaarrekening) for both BVs. If you want to set up an operating company alongside an existing holding company, the same applies: the notary handles the incorporation, we take over the bookkeeping.
What does setting up a holding company cost? Notary fees for setting up a holding company usually range between 500 and 1,500 euros (excl. VAT) per company, depending on the notary and the complexity. Bear in mind that a holding structure involves incorporating two BVs, which doubles the one-off notary fees. The costs of setting up a holding company also include registration with the Chamber of Commerce (KVK). That registration is mandatory and costs a one-off fee set by the KVK. The costs of setting up a holding BV can then be split into one-off incorporation costs (notary and KVK) and recurring annual costs for bookkeeping, tax returns and the annual accounts.
Setting up a holding company with the KVK: after incorporation by the notary, you register the holding company (and operating company) with the KVK. That can be done right after the deed is executed. The KVK assigns a unique KVK number to each company. After that you can open bank accounts, enter into contracts and send invoices in the name of the BV. Nummerix helps you set up the bookkeeping immediately after registration, so your administration runs correctly from day one.
Exiting a BV as a shareholder is a step you need to prepare carefully. There are several routes: you sell your shares to a third party, you transfer them to a fellow shareholder, or the BV buys the shares itself (repurchase of own shares). In all cases a notarial deed is required for the transfer. Becoming a shareholder in a BV works the other way round: there too, the acquisition goes through the notary. Always check the articles of association of the BV, because they may contain a share transfer restriction that determines to whom you may sell your shares and in what order fellow shareholders have a right of first refusal.
Buying shares in a BV as an outsider (buying a BV) is a separate process. You then take over the entire legal entity, including current contracts, debts and obligations. Accounting and financial due diligence is essential in that case. Nummerix does not carry out due diligence, but does take over the full bookkeeping and tax returns immediately after the acquisition, so that as the new owner you have a clear administration straight away. Get in touch for a no-obligation quote so you know what your fixed monthly costs will be.
FAQ
Frequently asked questions
What do I need to arrange if I want to exit a BV as a shareholder?
A share transfer always requires a notarial deed. Also check the articles of association of the BV for a share transfer restriction or a right of first refusal for the other shareholders. After the transfer, the KVK records must be updated. Nummerix handles the accounting processing of the share transfer in the BV's administration.
What does it cost to set up a holding company with an operating company?
Notary fees for incorporating two BVs (holding company and operating company) usually come to between 1,000 and 3,000 euros excl. VAT in total, depending on the notary. On top of that come the one-off KVK registration fees per company. Nummerix does not provide notarial work, but takes over the full bookkeeping and tax returns immediately after incorporation for a fixed monthly fee.
How do shares in a BV work?
A BV issues shares that represent an ownership stake. Each shareholder is entitled to a share of the profit (dividend) and has voting rights in the general meeting of shareholders, in proportion to the number of shares. Shares in a BV can only be transferred by notarial deed.
What are the articles of association of a BV and can I amend them?
The articles of association are the basic rules of the company: name, object, distribution of shares and powers of the management board. They are recorded by the notary at incorporation. If you want to amend the articles, you need a notary and usually a resolution of the general meeting of shareholders.
What does signing authority mean in a BV?
Signing authority means that a person is legally authorised to sign on behalf of the BV and thereby bind the BV to contracts or obligations. The articles of association and the KVK register record who has signing authority and in what way, for example individually or only jointly with a fellow director.
Can Nummerix handle the bookkeeping for both my holding company and my operating company?
Yes. We set a fixed monthly fee that covers both BVs: the financial administration, VAT returns, corporate income tax return and the annual accounts for each company separately. Request a quote and within one working day you will know your total fixed monthly cost (excl. VAT).
Questions about your own situation?
An intake call is free and without obligation. Prefer to know the price straight away? Request a quote.