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Sara
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Step-by-step plan to set up a BV
Whether you are a seasoned entrepreneur or just starting out on the adventure of a private limited company (BV), it is essential to get the start-up phase right. Here is a practical step-by-step plan for setting up a BV, so you can avoid annoying complications in the future.
Choose the right structure:
Before you set up that BV, think about your business structure. Do you opt for a single BV, ideal when your success is closely tied to your expertise, or do you go for a parent-subsidiary structure (holding structure) for extra flexibility and risk distribution? Choose your legal form wisely. A BV not only gives you extra protection against liability but also has tax advantages.
Agreements with shareholders:
If you are setting up the BV together with others, it is essential to make clear agreements. Think about matters such as the management fee, annual dividend distributions and signing authority. Avoid ambiguity from the start.
Outsourcing administration:
In the BV world, tight administration is vital. Have the annual accounts properly filed with the Chamber of Commerce and make sure the corporate tax and VAT returns go smoothly. And do not forget: no improvising. A good accountant from day one is a must-have for stress-free entrepreneurship.
Make a notary appointment:
To make things official, you need to visit a notary. This person draws up the notarial deed containing the articles of association.
Articles of association are like the rules of your entrepreneurial adventure. Make them clear, detailed and to the point. They set out who is in charge, how you distribute profit and who does what.
Setting up a BV can start online from €399, at a local notary from €500 and can go up to €1,500.
Before you can get fully started, you need to make your BV official. The notary registers you with the Chamber of Commerce (KvK). Name, activities, directors, everything is recorded there.
Open a business bank account:
A step that is often overlooked: open a business bank account in the name of the BV. Do this early, as it can take some time. Online banks are often faster than the traditional well-known ones.
Deposit share capital:
Once that bank account is set up, transfer the share capital from your personal account to the BV. This can be as little as 1 cent but it is a crucial transfer, as it keeps you as founder out of the liability zone.
It can also be a large amount of cash, or assets such as a cutting-edge 3D printer or your brilliant business idea.
Draw up the necessary contracts:
Prevent problems in the future by drawing up the necessary contracts. Think of a management agreement, current account agreement, employment contract for the DGA and a shareholders agreement if there are multiple shareholders.
Take the shareholders agreement seriously. It sets out who the real decision-makers are, how you make decisions and how you deal with any challenges.
Arrange VAT number and payroll tax number:
Before you send the first invoice and pay yourself a salary, you must register as a VAT taxpayer and as an employer with the Tax Authority. Let your accountant take care of this.
Good luck with your BV adventure. With these steps you are well on your way to a solid start without any hassle!
Rock that BV, entrepreneur! 🚀✨