You want to incorporate a BV in Rotterdam, but what do you need to consider? The civil-law notary at Kooijman Autar will be happy to tell you all about setting up a BV in Rotterdam and the surrounding area. A private limited company is a legal entity with a capital divided into shares. The shareholders provide capital to the BV and receive shares in return. These shares represent, on the one hand, the economic interest in the BV and, on the other hand, the control over the BV.
Establishing a BV in Rotterdam
A BV can only be incorporated by deed-of-split-building">notarial deed. The deed of incorporation contains, among other things, the articles of association-amendment-notary-rotterdam">statutes of the company. The starting capital of a BV can be one eurocent. If a higher starting capital is used, the shares represent a higher value.
After incorporation, the BV must be registered in the trade register">trade register.
Organs
Every BV has at least a meeting of shareholders, also called a general meeting, and a board. The board consists of one or more managing directors, also called directors. The board has the day-to-day management of the BV.
At the shareholders' meeting, shareholders can exercise their voting rights. The general meeting is the body with the most power within a BV. The general meeting has the following powers, among others:
- Appointing and dismissing directors;
- To amend the articles of association;
- Resolving to dissolve the company.
A BV may also have a supervisory board. This supervises the board and assists the board with advice.
Liability when incorporating a BV by a civil-law notary in Rotterdam
Shareholders are not liable beyond the amount for which they have provided capital to the BV.
Directors and supervisory directors of a BV are, in principle, not liable. This is different if there is improper management or supervision. If the BV has suffered losses as a result, it can hold the director or supervisory director liable.
Notary's advice on tax when incorporating a BV in Rotterdam
The company itself has to pay corporate income tax on the profits it makes.
A shareholder can be taxed in private in two ways, Box 2 or Box 3. If the shareholder holds at least 5% of the shares of a BV, there is a substantial interest. In that situation, the dividend">dividend you receive from the BV is subject to income tax in Box 2. If you hold less than 5% of the shares (of a certain kind) in a BV, the value of the shares is taxed annually in Box 3.
If you are a director of the BV in which you have a substantial interest, you should also receive a salary. This salary is subject to income tax in Box 1. Generally, it is cheaper in tax terms to receive dividends from the BV than a salary. But tax regulations need to be taken into account. For example, a director of a BV who also has a substantial interest must receive a customary salary.
If, as a shareholder/director, the articles of association allow you to stop your own dismissal as a director, you are not an employee for social insurance contributions. The BV will then not have to withhold employee insurance contributions on the management remuneration to be paid.
More information about incorporation of a BV in Rotterdam
Do you need help setting up a BV and are you looking for a suitable civil-law notary? For more information on incorporating a BV and the consequences of doing business through a BV, please contact us via telephone number +31 (0)10 285 88 88.
pkooijman@kooijmanautar.nl
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