Setting up a Dutch BV as a non-resident: what foreign founders need to know

The question investors living in Türkiye ask most often about a Dutch BV is: “Do I have to move to the Netherlands?” The answer is no. Dutch law has no residence requirement for a BV’s shareholders or directors; you can form and run the company from Türkiye. But “possible” and “smooth” are not the same thing: the notarial deed, the address, the bank and tax residence need separate planning for non-resident founders. This article walks through each step in order.

What does the law require?

The requirements for a BV do not depend on where the founder lives:

• at least one shareholder (a natural or legal person, which may be foreign),
• at least one director (no residence requirement in the Netherlands),
• a registered address in the Netherlands,
• a notarial deed, KVK registration and UBO registration.

So a Turkish company, or a person living in Türkiye, can be both shareholder and director of a BV without ever coming to the Netherlands. For the general formation steps, see How long does it take to set up a Dutch company?.

The notarial deed: formation by power of attorney

A Dutch BV is formed by notarial deed, but you do not need to appear before the notary in person. The usual method is a power of attorney (volmacht): the notary drafts it, you sign it in Türkiye, have it notarised and apostilled and send it to the Netherlands; an employee of the Dutch notary then signs the deed on your behalf.

The notary must also verify your identity. This requires a certified copy of your passport and sometimes a video identification. If the shareholder is a Turkish company, the trade registry gazette, signature circular and documents showing the authorised signatory are submitted with translation and apostille. We collected the document list in Documents required to set up a Dutch company.

Registered address

The KVK requires the BV to have a reachable address in the Netherlands; a PO box is not enough. Non-resident founders usually take an address and mail service from a business centre (serviced office). Because banks and the Belastingdienst are increasingly sceptical of addresses that exist only on paper, it matters that the address rests on a real service contract.

UBO registration and identification

The natural persons holding more than 25% of the shares or control in the BV are registered as UBOs. Living abroad does not change this; a passport copy and proof of address are required. For a founder living in Türkiye, a residence certificate or a utility bill serves as proof of address. Details: KVK registration and the UBO register step by step.

The bank account: the hardest step

For non-resident founders the step that takes the most time is the bank account. Traditional Dutch banks are reluctant to open accounts for companies whose director and shareholder live outside the Netherlands; under anti-money-laundering law (Wwft) they review every application in detail and usually want real activity, staff or a local director in the Netherlands.

In practice there are two routes:

• Digital banks and payment institutions: some fintechs operating in the Netherlands are more open to BVs managed from abroad; the account has an IBAN and is sufficient for day-to-day business.
• Building local substance: with a director, office or staff based in the Netherlands, the door of the traditional banks opens as well.

The decision always rests with the bank; we prepare the application file and manage the process. We shared our experience in Opening a bank account for a Dutch BV.

Tax residence: is the BV really Dutch?

A BV formed under Dutch law is treated as a Dutch taxpayer. But if Türkiye sees that the company is effectively managed from Türkiye, it can claim its own taxing rights; in such cases the Türkiye–Netherlands treaty looks at the “place of effective management”. If all decisions are taken in Türkiye, the bank is operated from Türkiye and nobody is in the Netherlands, the BV’s tax residence becomes contestable.

To prevent this, elements of reality known as “substance” are needed: board meetings held and documented in the Netherlands, a director or management service based in the Netherlands, a genuine address, records kept in the Netherlands. How much substance is needed depends on what the BV does; a trading BV and a holding BV have different needs. We explained the mechanism in the double taxation treaty article.

DGA salary and personal tax

If you do not live in the Netherlands, where your director’s remuneration from the BV is taxed follows the treaty; the Dutch “customary salary” (gebruikelijk loon) rule can produce different outcomes for directors living abroad. Dutch withholding on dividends and your Turkish tax return are planned together. These matters are personal; we review your tax position in both countries before formation. See What is the DGA salary? and Transferring profit from a Dutch BV to Türkiye.

If you want to come to the Netherlands

Owning a BV does not by itself grant a residence permit. If you want to move to the Netherlands, the options are a self-employment permit under the Ankara Agreement, becoming a highly skilled migrant in your own BV (subject to conditions), or other permit types. We covered them in Dutch residence permit types and the Ankara Agreement article. Forming the BV first and applying for the permit afterwards is a common sequence.

Conclusion

Setting up a Dutch BV without living in the Netherlands is legally possible and done often: notary by power of attorney, registered address, UBO and KVK registration are completed within a few weeks. The difficulty lies in three places: the bank, substance and tax planning in both countries. If those three are planned before formation, a BV managed from abroad runs without trouble. Under our formation and structuring service you can complete this process from Türkiye without travelling; we are glad to hear your situation in a free 15-minute intro call.