Incorporating a private limited company digitally

You can find a notary via Zoek een notaris on this website. You then contact your chosen notary.
Choosing a notary, what should you look out for? Some tips are listed here for you: Offerte en afspraak.

Step 1: You contact your chosen notary. The notary will then inform you how he or she works. For example how appointments or contact should be made, what the notary's role is in the process and what information you should provide.

Step 2: The notary will discuss your requirements with you (in writing or orally) and make a quotation for the digital incorporation of a bv.

Step 3: After you have agreed about the assignment with the notary, the notary will prepare the (draft) deed of incorporation and any other documents together with you in accordance with the arrangements agreed.

Step 4: If you agree with the prepared documents, the notary will make an appointment with you for digital reading and signing of the deed. For this, you will receive a digital link to a secure digital notary environment.

Step 5: At the agreed time, you log in to the digital notary environment via the link. You identify yourself using a digital identifier with the European assurance level 'high'. The notary can also check your identity against your ID using the ReadID app. More information about digital identification

Step 6: After identification, you will gain access to the notary's digital waiting room. You will then be admitted to the notary's digital notorisation environment, where you will have a secure video and audio connection with the notary. The notary will discuss the incorporation with you, based on the prepared deed of incorporation shown on the screen. After reading through the deed and agreeing on its contents, the notary will ask you to digitally sign the deed with your personal certified digital signature.

Step 7: The notary then signs the deed, officially incorporating the bv. The notary will then discuss with you the further steps to register the bv and its director(s) in the trade register at the Chamber of Commerce. For more information, visit the website  Ondernemersplein.nl

Step 1: You contact your chosen notary. The notary will then inform you how he or she works. For example how appointments or contact should be made, what the notary's role is in the process and what information you should provide.

Step 2: The notary will discuss your requirements with you (in writing or orally) and make a quotation for the digital incorporation of a bv.

Step 3: After you have agreed about the assignment with the notary, the notary will prepare the (draft) deed of incorporation and any other documents together with you in accordance with the arrangements agreed.

Step 4: If you agree with the prepared documents, the notary will make an appointment with you for digital signing of the power of attorney. You will receive a digital link to a secure digital notary environment.

Step 5: At the agreed time, you log in to the digital notary environment via the link. You identify yourself using a digital identifier with the European assurance level 'high'. The notary can also check your identity against your ID using the ReadID app. More information about digital identification

Step 6: After you have identified yourself, you will gain access to the notary's digital waiting room. You will then be admitted to the notary's digital notorisation environment, where you will have a secure video and audio connection with the notary.

Step 7: During the audio-video session, you will still have the opportunity to discuss some matters with the notary and, if necessary, the notary can provide further clarification on the deed of incorporation and/or power of attorney. After approving the power of attorney, the notary will ask you to digitally sign the power of attorney with your personal certified digital signature.

Step 8: The notary will use the signed power of attorney in accordance with the arrangements made with you. The authorised representative signs the digital deed of incorporation of the bv on your behalf. The notary then signs the deed. This officially incorporates the bv. If this is a part of the power of attorney, the notary will then arrange to register the bv and its director(s) in the trade register at the Chamber of Commerce.

Notaries are required by law to verify the identity of persons appearing before them. This also applies to signing a digital deed of incorporation. Therefore, you can only establish a bv digitally if you have a personal digital identifier with the European assurance level 'high'. If you do not have a suitable digital identifier, your notary will inform you about the other ways of incorporating a bv.

Notaries are also required to conduct client due diligence under the Prevention of Money Laundering and Financing of Terrorism Act (Wwft). This means that the notary must request certain information from you and do certain investigations.

The notary may ask you to be physically present when signing the deed if there are suspicions of fraud or identity fraud. This allows the notary to verify your identity and prevent any potential fraud.

The notary may also ask you to be physically present if there are doubts about your power to act and represent. This is to ensure compliance with the rules governing this.

For more information on the notary's obligations when performing his/her public function, please visit Wat is uw notaris aan u verplicht?

When incorporating a bv with a digital notarial deed, it is possible to draft the deed of incorporation in Dutch or English.

Translating the deed of incorporation into another language, e.g. French, is for information purposes only. So the deed is prepared in Dutch or English.

If you do not sufficiently master the Dutch or English language, the notary will make arrangements with you for possible translations of the deed and other documents. The notary will also discuss whether it is necessary to have an interpreter at the appointment to sign the deed.

Signing a notarial deed can have important legal consequences. Therefore, the notary is obliged to ensure that those involved fully understand the consequences of signing the deed. If a person does not understand the language of the deed, the help of an interpreter should be sought. The interpreter can adequately translate the notary's explanation of the deed to avoid misunderstandings.

The cost of setting up a bv digitally varies and depends on the notary you choose and your exact requirements, among other things. You can find more information on this page: Wat kost een notaris? or at the website Ondernemersplein.nl. For English-language information on setting up a bv in the Netherlands, visit the website Business.gov.nl.

If a bv is formed exclusively by one or more natural persons using a model deed of incorporation, a digital incorporation should be possible within five working days. Otherwise within ten working days. If the digital incorporation cannot be completed within the above deadlines, the notary will inform the incorporators of the reasons for the delay.

Directors are appointed for the first time by the deed of incorporation and later (unless the articles of association provide otherwise) by the general meeting. A bv can also have supervisory directors. Persons wishing to become a director or supervisory director of a digitally incorporated bv must declare whether they, as a director or former director of a legal entity, have a director disqualification in another European Union member state imposed on them for specific reasons. If this is the case, they cannot be appointed as a director or supervisory director of the bv. A director disqualification imposed in the Netherlands also means that the person in question cannot become a director or supervisory director of the bv.

A director disqualification (under civil law) is a legal option to impose a management ban on directors who commit bankruptcy fraud or are guilty of mismanagement in the run-up to bankruptcy. The disqualification temporarily prevents directors from managing private limited companies (BVs), foundations and other legal entities. Nor may they be appointed as a director or supervisory director when new legal entities are incorporated. A director disqualification (under civil law) stops directors who have committed fraud from continuing their activities with new legal entities. For more information: Civielrechtelijk bestuursverbod (kvk.nl)

Yes, you can find this model on this website in both Dutch and in English. Use of the model deed is optional for incorporators. The notary can also draft another deed that better suits your needs and your situation.

Download model in Dutch (doc)
Download model in English (doc)