The question is usually framed as a logistics problem: the group has decided on a Dutch entity, nobody wants to spend a day in Amsterdam signing paper, and someone has read that the whole thing can be handled by courier. The formation itself can indeed be completed without the shareholder or the prospective directors setting foot in the Netherlands. What is far less portable is everything that follows: the bank account, the registrations that make the entity operational, and above all the question of where the company is actually run. The gap between incorporating remotely and operating remotely is where the real difficulty sits, and most groups discover it late.
The short answer, and the part it does not cover
Yes, and since 1 January 2024 there are two routes rather than one. The older route, still the workhorse for most international files, rests on the basic rule in article 2:175(2) of the Dutch Civil Code, under which a BV is incorporated by one or more persons by notarial deed. Article 2:176(1) requires that deed to be executed in Dutch and requires any power of attorney to cooperate in it to be granted in writing. That written mandate, executed abroad, authenticated in the country of signature and delivered before the deed is passed, is what allows a representative at the notary’s office to appear and sign while the founder stays where it is.
The second route is genuinely new and answers the question most groups are really asking. The Netherlands has implemented Directive (EU) 2019/1151 on the use of digital tools and processes in company law, which amends Directive (EU) 2017/1132, through an amendment of Book 2 of the Civil Code and the Notaries Act published at Staatsblad 2023, 277 and in force since 1 January 2024. It inserted article 2:175a of the Civil Code, which permits a BV to be incorporated by electronic notarial deed, and a new Title VA of the Notaries Act governing the electronic notarial deed and the audio-visual procedure behind it. Under article 53g of that Act the notary establishes the identity of those appearing by means of a high assurance electronic identification means within the eIDAS Regulation, and the parties and witnesses may appear through a direct audio and video connection. Incorporation by videoconference is therefore in force, not pending.
The limits matter more than the headline, because they exclude a good part of the readership. Article 2:175a(1) opens the electronic route only where the company is incorporated by one or more nationals of an EU member state, so a founder who holds no member state nationality cannot use it. The test is nationality and not residence, which cuts both ways: a founder resident far outside the Union but holding the passport of a member state remains within the route. Article 2:191a(4) provides that on incorporation by electronic notarial deed nothing other than cash may be agreed as consideration for the shares, which rules the route out wherever a contribution in kind is intended. The notary may still require the parties to attend physically, under article 53g(2) of the Notaries Act where there is reason to suspect identity fraud, and under article 53g(3) where there is reason to suspect that the rules on legal capacity and on authority to represent the company are not being observed. Language runs the opposite way to what is often assumed: the ordinary deed must be in Dutch, while article 2:176(2) allows the deed to be executed in English precisely when the electronic route is used, and article 2:176(3) recognises an electronic power of attorney granted under article 53f of the Notaries Act, which must be granted before the notary who executes the deed and to a person working under that notary’s responsibility. Article 2:175a(3) requires the notary to complete the incorporation within five working days where only natural persons incorporate using the model deed, and within ten working days otherwise.
One point of sequence is often stated wrongly. The company comes into existence on execution of the deed; registration is not a second constitutive step. Article 2:180(1) obliges the directors to have the company registered in the commercial register and to file an authentic copy of the deed, and article 2:180(2) makes them jointly and severally liable alongside the company for acts performed before that first registration has been made. Registration is thus a duty backed by personal exposure rather than a condition of existence, which is a distinction worth keeping straight when a board paper describes the timetable.
That answer is correct and almost useless on its own, because incorporation is the least contested step in the sequence. The controls that matter are exercised before the deed, in the notary’s file, and after it, by banks, by the Belastingdienst and by foreign tax authorities looking at the same entity from the other side. A group that optimizes only for the signing logistics meets all three later, under worse conditions.
What the Dutch notary is actually doing
The civil-law notary is not a formality and should not be budgeted as one. The deed of incorporation must be executed before a Dutch notary, who under article 17(1) of the Notaries Act exercises the office independently and serves the interests of all parties to the transaction impartially and with the greatest possible care, rather than the interests of the instructing client. Article 39(1) requires that the persons appearing be known to the notary and that the identity of those appearing for the first time be established from an identity document, the provision from which article 53g departs for the electronic deed. Article 21(1) obliges the notary to perform the work requested, but article 21(2) obliges a refusal where in the notary’s reasonable conviction or suspicion the work would conflict with the law or public order, where cooperation is sought for acts with an evidently improper purpose or effect, or where there are other well-founded grounds for refusal. That control cannot be waived, accelerated by instruction, or contracted around.
The notary is also a gatekeeper under Dutch anti-money laundering legislation. Article 1a(4)(d) of the Act on the prevention of money laundering and financing of terrorism brings notaries within its scope, article 3(1) requires an institution to conduct customer due diligence, and article 3(2) requires that due diligence to enable the institution to identify the client and the ultimate beneficial owner and verify their identity, to understand the ownership and control structure where the client is a legal person, to establish the purpose and intended nature of the relationship, and to establish whether the person representing the client is authorised to do so. Where the founder is itself a foreign entity, the chain has to be evidenced with corporate documents from each intervening jurisdiction, and the notary will ask why the chain is shaped as it is.
Who counts as the beneficial owner is not left to judgement. For a BV, article 3(1)(a) of the 2018 Wwft Implementation Decree treats as beneficial owner any natural person who ultimately owns or controls the company through holding, directly or indirectly, more than 25 per cent of the shares, of the voting rights or of the ownership interest, or through other means. The fallback that practitioners call the pseudo beneficial owner is narrower than it is usually described. It applies only where, after exhausting all possible means and provided there are no grounds for suspicion, no such person has been identified, or where there is doubt whether an identified person is in fact the owner or controller. Only then does the senior managing personnel qualify, and article 3(6) defines that term exhaustively as every director within the meaning of article 2:9 of the Civil Code. It is a residual category reached at the end of an enquiry, not a shortcut past one.
The notary’s questions are a preview of those the bank and the tax authority will ask. Treating the notarial file as a nuisance produces a thin record that fails the same tests twice more.
The power of attorney, legalization and apostille
Where the electronic route is unavailable, the instrument that makes remote incorporation work is the written power of attorney required by article 2:176(1), authorizing a named person, typically at the notary’s office, to appear and execute the deed. Its form matters. The notary will generally require the signature to be authenticated locally, and the authentication to be recognizable in the Netherlands. Which route applies depends on the country of signature. The Hague Convention abolishing the requirement of legalisation for foreign public documents covers notarial acts and official certificates placed on private documents attesting the authenticity of a signature, which is what a notarised power of attorney is. Article 2 exempts such documents from legalisation between contracting states, legalisation meaning there the formality by which the diplomatic or consular officers of the receiving country certify the signature and the capacity in which the signatory acted. Article 3 provides that the only formality that may be required instead is the apostille issued by the competent authority of the state of origin, and adds that even the apostille cannot be demanded where the law or practice of the receiving state, or an arrangement between contracting states, dispenses with or simplifies it. Outside the Convention the consular chain in article 2 remains, and the Dutch government sets out, country by country, how a foreign document is legalised for use in the Netherlands, noting that this is usually done in the country where the document originates.
Two practical consequences follow. First, the timeline of a remote incorporation is usually set by the slowest authentication step in the chain, not by the notary, and that step is outside everyone’s control. Second, the documents accompanying the power of attorney, extracts from the founder’s own commercial register, evidence of signing authority and constitutional documents, often need the same treatment, and each is a separate queue. Where they are not in Dutch or English, sworn translation is a further layer.
None of this is exotic. It is simply the reason that “we can do it remotely” and “we can do it quickly” are different statements that should not be conflated in a board paper.
Where remote formation runs out: the bank account
Incorporation and banking are governed by different logics, and only one of them is designed to be completed at a distance. It is worth separating the legal layer from the commercial one, because they are routinely confused. The legal layer is thin and specific: banks are institutions under article 1a of the anti-money laundering act, so the customer due diligence duty in article 3(1) applies to them in the same terms as to the notary, and article 8(1) requires enhanced due diligence in at least two situations, where the business relationship or transaction by its nature carries a higher risk of money laundering or terrorist financing, and where the state in which the client is resident or established has been designated by the European Commission as a higher risk state. Everything else about onboarding is commercial practice rather than law. Acceptance is a bank’s own decision, taken against its own risk appetite, and no provision of the anti-money laundering framework converts a completed incorporation into an entitlement to an account.
In practice banks look at the same file the notary looked at, then add their own questions: what the entity will do, who instructs payments, where those people sit, which counterparties and corridors are expected, and how the flows relate to the group’s real trade. Requirements vary by institution and change over time. Some accept remote identification of directors and beneficial owners; others prefer or require a physical meeting, particularly where the ownership chain is foreign or the described activity is thin. Banks weigh the local footprint of the entity, not just its legal form. An entity with no local decision-maker, no local address beyond a registered office and no discernible Dutch operational nexus is a harder file than the same entity with a resident director and a genuine local function, whatever the legal position on remote incorporation may be.
The sequencing consequence is straightforward: treat banking as a parallel workstream that begins during the notarial phase, not as an administrative task that follows it.
Incorporating at a distance is not the same as governing at a distance
This is the substantive error, and it is not a procedural one. Incorporation determines that a Dutch entity exists. It does not determine where that entity is treated as resident for tax purposes, nor whether it will be regarded as having any real economic nexus. Two provisions pull in different directions here. Article 4(1) of the General State Taxes Act determines where a body is established according to the circumstances, which is a question of fact rather than of paperwork. Against that, article 2(5) of the Corporate Income Tax Act 1969 deems a body incorporated under Dutch law always to be established in the Netherlands for the purposes of that Act, subject to the exceptions it lists. The incorporation fiction secures Dutch taxing rights; it does nothing to stop another state applying its own facts-and-circumstances test and reaching a different answer.
Dutch corporate income tax applies at 25.8% under the rate table in article 22, with a reduced rate of 19% on taxable profit up to EUR 200,000. The regimes that make a Dutch holding useful, the participation exemption in article 13 for shareholdings of at least 5% of the nominal paid-up capital, treaty and EU relief from the 15% dividend withholding tax set by article 5 of the Dividend Withholding Tax Act 1965, and access to advance certainty, all presuppose that the entity is genuinely Dutch in a way that survives scrutiny from both sides.
A company incorporated remotely and then directed entirely from abroad invites a straightforward challenge. If the board meets abroad, if the decisions are taken abroad, if the local director signs what is sent to him, the foreign authority has a serious argument that effective management sits in its jurisdiction, leaving an entity whose treaty position is contested. Add the conditional withholding tax on interest, royalties and dividends under the Withholding Tax Act 2021, whose charging provision in article 3.1 reaches all three of those flows and not merely the first two, levied by article 4.1 at the highest corporate income tax rate and directed at payments to jurisdictions that either tax profits at less than 9% or appear on the EU list of non-cooperative jurisdictions, the earnings-stripping limitation in article 15b of the Corporate Income Tax Act, which disallows the net interest balance above the higher of 24.5% of corrected profit and EUR 1,000,000, and a ruling policy that refuses advance certainty where economic nexus is absent, and the picture is unambiguous. That policy, the decree on preliminary consultation for rulings with an international character, has applied since 1 July 2019 and in its current form since 22 December 2023. It opens preliminary consultation only where the requesting body forms part of a group carrying on genuine operational business activities in the Netherlands, where such activities are carried on for the account and risk of the requesting party, and where sufficient relevant personnel are present in the Netherlands at group level, the activities fitting the body’s function within the group. It refuses consultation outright where saving Dutch or foreign tax is the sole or decisive motive for the transaction.
Remote incorporation is a question of signatures; remote management is a question of where the company actually is, and no power of attorney answers that.
The related point is transfer pricing. The moment the Dutch entity holds, lends, licenses or invoices within the group, the arm’s length principle in article 8b applies, and article 8b(3) requires the entity to keep in its records the information showing how its transfer prices were arrived at, a documentation duty with no threshold at all, as we set out in our note on the Dutch transfer pricing documentation obligation. Master File and Local File obligations are the ones that carry a threshold: article 29g(4) imposes them on group entities of a multinational group with at least EUR 50,000,000 in consolidated group revenue in the preceding reporting year. Country-by-country reporting under article 29c does not apply below EUR 750,000,000 of consolidated group revenue. Pillar Two uses the same headline figure but a different test, since the Minimum Tax Act 2024 sets a minimum tax rate of 15% and applies to groups reaching EUR 750,000,000 in at least two of the four preceding reporting years. The substance question and the pricing question are the same question asked twice. Our practical guide to Dutch holding structures deals with how that substance is built rather than asserted.
What the cost and the timeline actually depend on
Any figure quoted before the ownership chain is known is a guess. The cost of a remote formation is composed of the notarial deed and the due diligence work behind it, the authentication and legalization of the foreign documents, sworn translations where required, registration with the commercial register, the tax registrations that apply, bank onboarding, and then the recurring layer of statutory accounts, the corporate income tax return, VAT compliance and transfer pricing documentation where transactions require it.
The registration steps are tightly timed and largely handled for you. Article 20(1) of the Commercial Register Act 2007 requires the first registration of a legal person to be filed within one week of the event giving rise to the duty, and article 20(2) applies the same one-week period to the other prescribed filings, running from the event that triggers each. Article 22 of the Commercial Register Decree 2008 lists what goes in for a BV, including the personal details of every director and supervisory director, whether each may represent the company alone or jointly, the issued capital and the paid-up portion, and the details of a sole shareholder where all the shares are in one hand. Article 15a of the Act adds the beneficial ownership data. In practice the founder does not file any of this: the Dutch government’s own guidance confirms that the civil-law notary registers the BV and its managing directors with the commercial register and registers the beneficial owners, that the register then passes the details to the Tax Administration, and that the VAT number follows from the Tax Administration where the activities are subject to VAT. The same guidance sets out the separate step that applies only if the company takes on staff, which is registration as an employer with the Tax Administration, notification to the register, and payment of Dutch payroll taxes and social contributions.
Access to the beneficial ownership data is the part most often described loosely. In joined cases C-37/20 and C-601/20, decided on 22 November 2022, the Court of Justice held invalid the provision of the anti-money laundering directive requiring that beneficial ownership information be accessible in all cases to any member of the general public. What fell was general public access, not access as such, and the Dutch register reflects that distinction. Article 21(1) of the Commercial Register Act, which defines what anyone may inspect, does not extend to the beneficial ownership data and expressly excludes the supporting documents filed under article 15a(3). Article 22a(1) gives access to institutions under the anti-money laundering act for due diligence they are required to perform and to institutions under the Sanctions Act 1977, article 22a(2) allows designated categories of persons with a demonstrable legitimate interest connected to preventing or combating money laundering or terrorist financing, and article 28(2)(a) provides for the Financial Intelligence Unit and for competent authorities designated by order in council. The register is closed to the curious and open to those with a statutory reason to look.
The relative weight of each component depends on how many jurisdictions the ownership chain crosses, whether the founder is an individual or a corporate, how the entity will be financed, and whether advance certainty is sought. Elapsed time depends principally on document authentication abroad and on bank onboarding, both outside the adviser’s control, which is what makes the electronic route valuable where it is available: it removes the apostille chain for the power of attorney and replaces an open-ended wait with a statutory completion period.
A defensible sequence
The order in which the steps are taken determines how well the structure holds up. Decide the function of the Dutch entity first and in operational terms, not in tax terms. Establish who will direct it, where they will be, and how board decisions will genuinely be taken and recorded. Check early whether the electronic route is open, since the nationality of the founders and the intention to contribute anything other than cash decide that question before anything else is drafted. Where it is not open, assemble the ownership chain documentation and start the authentication chain immediately, since it is the long pole. Run the notarial and banking due diligence in parallel and answer both with the same file, because inconsistency between the two is itself a finding. Then incorporate, and only then build the intercompany arrangements, pricing them from the outset rather than retrofitting a policy in the second year. The mechanics of the formation step are set out on our company formation page.
Remote incorporation is not a shortcut and should not be sold as one. It is a sensible accommodation to the fact that senior people are busy and documents travel faster than they do. The entity that results is exactly as defensible as the reality behind it.
Montclare structures and operates Dutch and cross-border holding platforms for international groups. Our services are set out on our services page.
This article is informational and does not constitute tax advice. Each engagement is subject to scope and applicable regulation.