Doing Business in the Netherlands 2012 - American Chamber of ...

4 The Subsidiary
4.1 Incorporation of NV and BV
Doing Business in the Netherlands 2012
An NV (naamloze vennootschap or public company) and a BV
(besloten vennootschap met beperkte aansprakelijkheid or private
limited liability company) are incorporated by one or more
incorporators pursuant to the execution of a notarial deed of
incorporation which includes the company’s Articles of Association.
The notarial deed of incorporation must be executed in the Dutch
language before a Dutch civil-law notary in the Netherlands. Prior to
incorporation, a bank or auditor’s statement must be obtained.
The bank statement should be issued by a bank registered as a credit
institution pursuant to the Dutch Financial Supervision Act (Wet op
het financieel toezicht, Wft). It must confirm that the incorporation
capital has been transferred to a bank account in the name of the NV
or the BV in incorporation. After issuance of such bank statement, the
company can be incorporated by means of the execution of a notarial
deed.
If on incorporation it is agreed that a non-cash contribution shall be
made on shares, a Dutch qualified auditor must issue a statement in
respect of the contributed assets. The statement must confirm that the
value of the contribution to be made, established by means of
generally acceptable valuation methods, at least equals the amount
payable of the incorporation capital.
The name of the company is followed by “NV” or “BV,” and in case
an “NV” or a “BV” is in the process of formation, the abbreviation
“i.o.” (in oprichting in the process of being incorporated) is annexed
to the name. An NV or a BV is allowed to conduct business during
the pre-incorporation period and the NV i.o. or the BV i.o. may be
registered with the Trade Register of the Chamber of Commerce. The
persons acting on behalf of the NV i.o. or the BV i.o. or NV or BV are
personally liable until the NV or the BV is duly registered in the Trade
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