Company formation
Ready-Made Companies in the Netherlands
Taking over a shelf company in the Netherlands? We check the seller and the BV, prepare your side of the notarial share transfer and file what follows.
Checks before you pay for an existing Dutch BV
The KVK records filings without certifying them: a clean extract proves registration, not a clean company. If the history fails these checks, the other route is to register a company in the Netherlands from scratch, compared further down.
| Check | What it shows | State cost 2026 | Legal basis |
|---|---|---|---|
| The seller, in DNB's public register of trust offices | Whether the seller may sell legal entities professionally; the register is updated every business day at 06:00 | No fee stated | Art. 1 (limb c), 3 and 9 Wtt 2018 |
| KVK extract, register history and overview of deposits | Incorporation date, every director with dates, the sole shareholder's name, date of birth and start date, address history, every deposit | EUR 2.95 each, online view | Financiële regeling handelsregister 2019, art. 4 |
| Filed annual accounts for every closed financial year | Whether every year was filed; a missing year is exposure under art. 2:248 lid 2 BW and a dissolution ground under art. 2:19a BW | EUR 3.90 per document, online view | Art. 2:394 BW |
| UBO extract, digitally certified | Whether the registered beneficial owners are the people actually selling; UBO history stays inspectable for ten years after deregistration | EUR 3.10 | Art. 51c Handelsregisterbesluit 2008 |
| Group relations, where the company sits in a group | The group background behind the fiscal-unity question in the tax check | EUR 3.40 per query, online view | Financiële regeling handelsregister 2019, art. 4 |
| Director Disqualification Register (public section), Central Insolvency Register and CCBR, for the seller and the outgoing directors | Disqualified directors, insolvencies, guardianship and administration | No fee stated on the register pages | KVK and judiciary registers |
| Articles of association and shareholders' register | A blocking clause or lock-up, the language of the articles, and a register that matches every deed | Supplied by the seller | Art. 2:195, 2:196a and 2:234 BW |
| Tax position | Every corporate tax and VAT return filed, nil returns included; pending assessments; any past fiscal unity; pension or annuity obligations; staff; real estate | Supplied by the seller | Art. 15 lid 4 Wet Vpb 1969; art. 4 WBR (transfer tax once a buyer reaches one third of a property-holding BV) |
| VAT number | Whether one exists and is still live; a dormant BV may never have had one | Ask the seller | Belastingdienst: the registration continues on a share transfer |
| Bank account | Nothing to rely on; a new account often takes two to eight weeks | No state charge | business.gov.nl, opening a business account |
| Written warranties from the seller | Useful, but they do not displace the incoming director's own liability | No state charge | Art. 36 Invorderingswet 1990; art. 2:248 BW |
State charges for 2026 under the Financiële regeling handelsregister 2019. A digitally certified extract costs EUR 9.60 and is valid only when passed on digitally; the stamped paper one costs EUR 19.20.
What a ready-made company is in the Netherlands
Shelf company, ready-made company, aged company and lege BV (empty BV) are market terms, not legal ones. The only official Dutch phrase, handel in lege vennootschappen (trade in empty companies), appears in a prosecution instruction against bankruptcy fraud. Legally, you buy the shares of an existing besloten vennootschap (BV, private limited company): a share deal.
The shares pass only by a deed before a notaris holding office in the Netherlands (art. 2:196 lid 1 BW); a signed, paid purchase agreement transfers nothing (KVK). We run the checks, prepare your documents and power of attorney, and file afterwards. We do not sell, hold or match companies, and we are not a notary.
Taking over a BV or forming a new one
What the state charges on each route in 2026. The new-company route is explained under setting up a BV in the Netherlands, itemised in our formation cost service and, for EU nationals, available as online BV incorporation.
| Item | Taking over by share transfer | Forming a new BV |
|---|---|---|
| KVK registration fee | None on our reading of the KVK fee page: the fee applies to a first registration or to a takeover that creates a new KVK number, and a share transfer keeps the number. EUR 85.15 if a new number arises | EUR 85.15, one-off, the same for every legal form and filing method |
| Notary | Fees not regulated; an itemised account on request (art. 54 and 55 Wna); no official indication for a transfer deed | Not regulated; KVK's indication for an incorporation is EUR 500 to EUR 1,500, depending on the notary (not our price) |
| Second deed for a new name, seat or objects | Needed, in Dutch (art. 2:234 BW); fees not regulated | Not needed: the name, seat and objects are set at incorporation |
| Register checks before paying | EUR 2.95 per extract, history or deposits overview; EUR 3.90 per filed account; EUR 3.10 for the UBO extract | Not needed |
| Capital | The price agreed for the shares | No statutory minimum (art. 2:178 BW); at least EUR 0.01 in practice |
| VAT on the price | None: the seller may not add VAT (business.gov.nl) | Not applicable |
| Transfer tax | Only for a property-holding BV, once the buyer reaches one third of the shares (art. 4 WBR) | Not applicable |
| History to check | All of it, liabilities included | None |
| Online deed in English | Not applicable | Open to EU nationals and legal persons (art. 2:175a BW); five or ten working days by statute |
| Bank account | Fresh checks by the bank; often two to eight weeks | Fresh checks by the bank; often two to eight weeks |
State charges only, 2026, under the KVK tariffs regulation and Book 2 of the Civil Code. A foreign company that wants neither route can look at registering a branch in the Netherlands.
What passes to you with the shares
Everything passes, including the entire history of the business (KVK).
- The legal person and its business, unchanged by the share transfer.
- Every asset, liability, contract, licence and member of staff, and the whole history.
- The KVK number and the RSIN, which stay the same.
- The VAT registration and its obligations; the seller stays liable up to the transfer.
- Filing duties: returns continue until dissolution, nil VAT returns included.
- The books and records, kept by the board for seven years (art. 2:10 lid 3 BW).
- Every year of annual accounts, filed or missing (the annual accounts page sets the deadlines).
- The UBO history, inspectable for ten years after deregistration (the UBO register page).
- Any pension or annuity obligation, which stops the company being wound up.
- Not included: a bank relationship (opening a corporate bank account in the Netherlands).
How a takeover of a Dutch BV works
Check the seller
Look the seller up in DNB's public register (art. 9 Wtt 2018). Who: you, with us. Official time: none published.
Check the company
Order the register products in the checks table and ask the seller for the tax file. Who: you, with us.
Read the articles and the register
A blocking clause or a lock-up can delay or invalidate the sale (art. 2:195 BW). Who: you, with us.
Sign the deed
The notaris identifies first-time parties (art. 39 Wna) and screens under the Wwft; so do we. Abroad, you usually sign a written power of attorney. Who: the notary.
Appoint the new director
Once the company acknowledges the deed, in the same session, you dismiss the seller's director and appoint yours (changing the director of a Dutch BV). Who: you, as shareholder.
File with the KVK and the UBO register
Each change within one week (art. 20 lid 2 Hrw 2007), owed by every director personally; missing it is an offence. Who: usually the notary.
A second deed, only if needed
A new name, seat or objects takes a further notarial deed in Dutch, on pain of nullity (art. 2:234 BW). Who: the notary. Official time: none published.
Tax office and bank
The VAT registration continues and returns go on, nil returns included. A new bank account often takes two to eight weeks. Who: you, with the bank.
Statutory deadlineOfficial practice indicationNo official time published
- Check the sellerYou, with us; DNB's public register (art. 9 Wtt 2018)None published
- Check the companyYou, with usNone published
- Read the articles and the registerYou, with us (art. 2:195 BW)None published
- Sign the deedThe notarisNone published
- Appoint the new directorYou, as shareholder, in the same sessionNone published
- KVK and UBO filingsUsually the notaryEach change within one week (art. 20 lid 2 Hrw 2007)
- Second deed, only if neededThe notary (art. 2:234 BW)None published
- Tax office and bankYou, with the bankNew bank account often two to eight weeks
Considering an existing Dutch BV?
Send us the company's name and we reply with the checks it needs before you pay anything.
Legal notes and limits
Who may sell a Dutch BV
Selling legal entities professionally needs a DNB licence (art. 1 and 3 Wtt 2018), unavailable to a seller seated outside the EEA. Base fine: EUR 2,500,000 (art. 49). See the trust office licence page.
Unfiled accounts
Missing accounts presume improper management and a cause of bankruptcy (art. 2:248 lid 2 BW), looking back three years; a discharge does not stop it. After a year in default, the KVK can dissolve the company.
The new director's tax liability
Directors are jointly and severally liable for unpaid wage tax and VAT (art. 36 Invorderingswet 1990). Inability to pay must be notified within two weeks of the due date, or fault is presumed.
A seller who stays on
A de facto policymaker counts as a director for liability (art. 2:248 lid 7 BW); a corporate director does not shield its directors (art. 2:11 BW). We never act as director or nominee: see nominee director netherlands.
Substance is not included
Starting from abroad requires structural physical business activities in the Netherlands and a business address (business.gov.nl); an existing company supplies neither. Our address service stays separate from takeover help for the same company.
Frequently Asked Questions
Is it legal to buy a shelf company in the Netherlands, and who may sell me one?
Yes. Buying the shares of an existing BV is lawful, by a deed before a Dutch notaris (art. 2:196 BW). The restriction sits on the seller: selling legal entities professionally needs a DNB licence under the Wtt 2018, and a seller seated outside the EEA cannot hold one. Check the seller in DNB's public register before paying.
The seller says the company has no debts. What do I actually inherit?
Everything. A share transfer leaves the legal person unchanged, so its assets, liabilities, contracts, licences, staff and entire history stay with it. The KVK records filings without certifying them, so a clean extract proves registration, not the absence of debts. Seller warranties help, but they do not displace a new director's own liability.
What must I check before I pay, and what do the checks cost?
The seller's DNB licence, the KVK extract, history and deposits overview, every filed annual account, the UBO extract, three public registers on the seller and outgoing directors, the articles, and the tax position. In 2026 the state charges EUR 2.95 per extract, EUR 3.90 per filed account and EUR 3.10 for the certified UBO extract.
What if the previous owner never filed the annual accounts?
The gap becomes the new board's exposure. If the company later goes bankrupt, unfiled accounts create a presumption of improper management and of a cause of the bankruptcy (art. 2:248 lid 2 BW), reaching back three years, and a discharge does not stop the claim. A company a year in default can also be dissolved by the KVK.
Am I liable for the company's old tax debts once I become director?
Possibly. Directors are jointly and severally liable for unpaid wage tax, VAT and other listed taxes (art. 36 Invorderingswet 1990), and former directors stay liable for their own term. If the company cannot pay, the inability must be notified to the tax office within two weeks of the due date, or the director is presumed at fault.
Does the company come with a bank account and a VAT number?
The VAT registration continues on a share transfer, but a dormant BV may never have had a VAT number, so ask the seller whether one exists and is still live. A bank account is different: no official source says one survives a change of owner, and opening a new account often takes two to eight weeks.
Can we sign a contract instead of going to a notary, and do I have to travel?
A contract alone transfers nothing: the shares pass only by a deed before a notaris holding office in the Netherlands (art. 2:196 lid 1 BW). You need not attend in person, since a buyer abroad usually appears by written power of attorney. The notary decides the form it must take, including any legalisation or apostille.
How long does a takeover take?
No official source gives a duration for the notary's checks or the deed, and we promise none. The clocks that exist start after the deed: each change goes to the KVK within one week (art. 20 lid 2 Hrw 2007), and the new UBO is reported within one week too. A bank account often takes two to eight weeks.
Can I change the company's name, seat or objects, and in English?
Yes, by amending the articles, which takes a second notarial deed executed in Dutch, on pain of nullity (art. 2:234 BW). English is possible only where the BV was incorporated electronically in English and the language was never changed. The directors then deposit the amended articles at the KVK (art. 2:236 BW).
What does the state charge for a takeover compared with a new BV?
On our reading of the KVK fee page, a share transfer that keeps the KVK number carries no registration fee; a new KVK number, or a new BV, costs EUR 85.15 in 2026. Notary fees are not regulated on either route; you can ask for an itemised account (art. 55 Wna). No VAT is added to the share price.
Is buying a shelf company a good idea, or should I set up a new BV?
The law does not answer that; your plans do. A new BV has no history to check, needs no minimum capital and costs EUR 85.15 at the KVK in 2026. An existing BV adds a filing history to verify, not a credential, and no official source says age helps with a Dutch bank. The table above compares both.
Can a foreigner own and run the BV without living in the Netherlands?
You can hold the shares from abroad and appear at the deed by written power of attorney. Running the business is a separate question: business.gov.nl states that starting from abroad requires structural physical business activities in the Netherlands and a business address. An existing company supplies neither; both have to be built.
How do I search the KVK register for the company on offer?
Look the company up in the KVK Business Register and order the online views: the extract, the register history and the overview of deposits cost EUR 2.95 each in 2026, and each filed annual account EUR 3.90. The register shows the name and date of birth of a sole shareholder and the date that person became sole shareholder.
Hoe kan ik een bestaande bv overnemen? (How do I take over an existing BV?)
There are two ways to take over a BV: buy its shares (a share deal) or buy the business's assets (an asset deal), as business.gov.nl sets out. A shelf company is always a share deal, and the shares of a BV pass only by notarial deed. The seller may not add VAT to the price.
Wat kost het overnemen van een bedrijf bij de KVK? (What does a takeover cost at the KVK?)
On our reading of the KVK fee page, nothing for a share transfer that keeps the company's KVK number: the registration fee applies to a first registration or to a takeover that creates a new KVK number, and in 2026 it is EUR 85.15. The online register checks before the purchase cost EUR 2.95 to EUR 3.90 each.
Have a Dutch BV in view?
We check it, prepare your side of the deed and file what follows; the notary transfers the shares.
New to the Netherlands? Read the full guide to starting a business.