The rules for BVs were simplified recently by enabling the Flex BV Act. Our agents for opening a business in the Netherlands can help you register a flex BV, a type of LLC in the Netherlands.
| Quick Facts | |
|---|---|
| Applicable legislation | 2012 Flex BV Act |
| What is a flex BV? | It is a simplified form of the Dutch private limited liability company with less stringent governance and reporting requirements. |
| Minimum share capital | No minimum share capital is required for this type of entity. |
| Minimum number of shareholders | It requires at least one shareholder. |
| Minimum number of directors | One director must be appointed. |
| Local manager required (YES/NO) | No |
| Local legal address required (YES/NO) | Yes, just like the BV, the flex BV must have a local address. |
| Local bank account (YES/NO) | No, there is no need for a corporate bank account. |
| Online registration availability (YES/NO) | Yes, just like in the case of the BV |
| Corporate tax rate | 19% on the first EUR 200,000 and 25.8% on the amounts above EUR 200,000 |
| Differences between flex BV and BV | – the share capital of the flex BV can be in any currency, – there is no need to submit an auditor’s report when registering a flex BV. |
| Approx. timeframe for incorporation | Approx. 3 weeks. |
| Possibility to convert a flex BV into a BV (YES/NO) | Yes |
| Advantages | – it can be used for various purposes, – shareholders’ meetings can be held outside the Netherlands, – simplified procedure for the transfer of shares. |
| Support in settling up a flex BV in the Netherlands (YES/NO) | Yes, we can assist with the registration of flex BV companies. |
Table of Contents
Requirements for flex BVs in the Netherlands
The private limited liability company, shortly known as the Dutch BV, has been the most popular type of company in the Netherlands for many years now. That is because it can be used as a holding company, and it benefits from many tax advantages when used as a startup or as a subsidiary of a foreign company operating in the Netherlands.
Unlike the ordinary BV, which must have a minimum share capital of 18,000 euros, the flex BV is no longer required to have a minimum amount upon incorporation. The currency in which the share capital is denominated can be any, as long as it is specified in the Dutch flex BV’s articles of association. The company must have a place of management in the Netherlands, at least one shareholder, and a director.
From an accounting point of view, the flex BV in the Netherlands will still be required to prepare all the financial statements as any other type of company. However, the new law allows for a NV (joint stock company) to be turned into a flex BV. One of the reasons the flex BV was enabled is to provide for a more flexible legal framework for the creation of joint ventures in the Netherlands.
We also have an infographic on this subject below:
How to establish a Dutch flex BV
When it comes to the company registration procedure, it remains the same for the flex BV just like for any other type of company in the Netherlands. The shareholders must prepare the incorporation documents and file them with their personal information with the Dutch Companies Registrar. All the business licenses related to the flex BV’s activities must also be obtained.
An important change brought to flex BVs in the Netherlands refers to the liability of company directors, which is higher, according to the Flex BV Law.
Shares and share capital considerations when opening a Dutch flex BV
One of the most important advantages of the flex BV in the Netherlands is associated with its share capital. These refer to:
- the exemption of having an authorized capital;
- the share capital of a flex BV which can be reduced in a simplified manner;
- the possibility for the shares to be paid based on various arrangements between the shareholders.
The shareholders of a Dutch flex BV can also make their contributions in kind without obtaining an auditor’s report on the value of the respective shares. Furthermore, it is possible for the company to repurchase its own shares with the condition that at least one share is distributed to a third party unconnected to the enterprise.
There are also certain exceptions to the possibility of repurchasing shares, which is why we advise discussing this matter at length with one of our Dutch company formation specialists.
A flex BV can issue various types of shares, including:
- voting;
- non-voting;
- shares with or without the right to dividend profits.
Management flexibility
The flex BV is also a great option for foreign investors interested in setting up a business in the Netherlands, thanks to the possibility of having a one-tier board. This way, the company can have both executive and non-executive directors who can be more involved in the daily operations of the enterprise.
The shareholder can also be an executive director in a flex BV; however, in this case, special accounting requirements apply. Specifically, the annual report must be filed within 11 months and 8 days instead of the usual 13-month period.
Uses of a flex BV in the Netherlands
The flex BV can be used for most trading activities in the Netherlands, however, one of the most important benefits of this business form is related to the possibility of using it to convert a sole trader into a limited liability company. Partnerships can also be converted.
Conversion is recommended when starting to make more profit, which can also imply more liability towards creditors. The procedure is quite simple, and our local agents can help you draw up and notarize the Articles of Association and file them with the Dutch Trade Register.
Considering the articles of association must be amended in the case of changing a company’s status, it is recommended to seek assistance when turning a BV into a flex BV in the Netherlands.
We invite you to watch our video on how to open a Dutch flex BV:
How many businesses operate in the Netherlands?
According to the information gathered by an external data aggregator, at the level of 2025:
- there were more than 1,961 million companies registered in the Netherlands;
- the largest number of 802,606 was operating in the services sector;
- there were also 760,836 enterprises in the financial, insurance, and real estate industries;
- retail and wholesale trade account for more than 196,000 businesses.
Our company formation consultants in the Netherlands can assist you in opening a flex BV. You can also contact us if you want to amend the company’s statutory documents.