TKEG Expat ™ (South Africa) Dutch BV Company Registration

The Dutch government does not impose any nationality or identity restrictions on foreigners registering a Dutch company and does not require EU residency as a nominee director.

At least one shareholder is required to register a Dutch company. This can be a natural person or a company. The Dutch government does not have any requirements or restrictions on the nationality or legal domicile of the shareholders of a Dutch company.

Yes — after incorporation the registered share capital must be deposited into the company's bank account and fully paid up (advisably within about 2 weeks of opening the account), with a copy of the bank statement sent so the notary can update the KvK registration; the company must also maintain its own shareholder register. A high share capital is permitted but invites notary/bank source-of-funds scrutiny: large amounts require extensive official proof of how the funds were acquired (a simple bank statement is not enough), with even stricter checks if any entity in the ownership structure is from a high-risk country. A modest capital (e.g. under EUR 10,000) generally avoids such scrutiny, so a lower amount is often advised.

For legal-entity-shareholder incorporation in the Netherlands: (1) provide a shareholding ownership chart (UBO piercing) identifying every natural person who ultimately holds, directly or indirectly, more than 25% of the new company — for complex structures this chart must be certified by a lawyer or accountant in the parent's home country and then apostilled; (2) the corporate documents (articles/constitution and business licence) must be in English, so a separate translation is unnecessary if the notarization already produces a certified English translation; (3) address proof is required for the holding company's legal representative and for the ultimate beneficial owners; (4) the notary may require a video call at their discretion; and (5) if the holding company itself has a complex/legal-entity ownership, a separate legal-entity-shareholder background-check product must be purchased.

In the weeks after incorporation the company will receive roughly 3 letters from the Chamber of Commerce (KvK) and several letters from the Tax Authorities regarding corporate tax and VAT registration; a tax inspector for the VAT registration is typically appointed within about 12 working days. Shareholders should deposit their stated share capital (advisably within 2 weeks of opening the business bank account) and send the bank statement showing receipt so the notary can update the KvK registration, and the company must maintain its own shareholder register recording any capital changes.

Only the company's UBO in person, or a representative the company has authorised at the KvK, can download the UBO extract by logging into the KvK with a Dutch electronic identity (eID). It cannot be obtained by an unauthorised third party; if a new copy is needed, it must be obtained by whoever originally registered or holds KvK access (the party that prepared the UBO filing already provided the document at the time).

Any individual holding more than 25% of the company must be declared as a beneficial owner (UBO). This is assessed by tracing the ownership chain through to the ultimate individual — including through a listed parent company. If a new financial report later shows that an individual crosses the 25% threshold, the UBO declaration must be corrected and supplementary supporting materials may be required.

Yes. Once incorporation begins (in practice once the notary starts the registration), the entire process — including the video meeting and the Power of Attorney apostille — must be completed within one month, otherwise the case expires and must be restarted. On restart, the shareholder's proof of address must be re-collected and dated within the current month.