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By Guus van Lieshout, LL.M.
Russell Advocaten, B.V.
Amsterdam, Netherlands

Would you like to start a public limited company (NV) in the Netherlands? We will let you know, step-by-step, how to do it!

Step 1: Check Availability of Trade Name

Before starting your NV, we advise to you to check whether or not the trade name you have chosen is already being used by another company. Due to intellectual property rights, a previous registration of the same or a similar trade name might cause problems.

Step 2: Draft and Ratify Deed of Incorporation

The first step of the incorporation procedure is to draft a notarial deed of incorporation, which will be done by a civil law notary. The deed of incorporation includes the articles of association. The articles of association are the principles of the NV, establishing the mutual relationships within the company.

The content of the articles of association should be considered carefully and therefore we recommend you gain legal advice, which we gladly offer. The deed of incorporation has to be signed by the incorporator(s) – or by an authorized representative acting on their behalf – and by the civil-law notary.

Step 3: Pay Up Minimum Start-up Capital

To be able to establish an NV, at least EUR 45,000 has to be paid in the company.

Step 4: Register NV

After the deed of incorporation has been signed and the minimum start-up capital has been paid up, the NV has to be listed in the Trade Register of the Chamber of Commerce (KvK). Before this registration the NV can engage in trade though. However, people acting on behalf of the NV in formation - commonly directors - are in principle liable for the fulfilment of agreements concluded by the NV in formation. After the registration, the NV will be liable.

Step 5: Conclude Shareholders’ Agreement

Do you establish the NV with one or more shareholders? Then, you would be well-advised to make mutual agreements and to establish them in a shareholders’ agreement.

Tips for All Steps: Engage a Lawyer

If you intend to set up an NV, make sure that it is well-established at once. Thorough preparations are essential, especially regarding the future success of a new business. Therefore, ask the advice of a lawyer who can help you even before step 1.  Naturally, we will gladly assist you! For further information on establishing a BV, please contact us.