Business
The Flex-BV: a private company with effectively no minimum capital
Since the Flex-BV reform of 1 October 2012, the private limited company (BV) can be incorporated with issued capital of as little as one eurocent, replacing the former EUR 18,000 requirement with flexibility over share rights and governance. Incorporation still needs a notarial deed and registration with the Chamber of Commerce (KVK).
Key rules
- A BV has no minimum capital; a single eurocent of issued share capital suffices.
- Distributions require the management board's approval based on a distribution (liquidity) test, and directors are liable if the company cannot then pay its debts.
- Every business registers in the Handelsregister at the KVK, which issues the registration used across government.
- Incorporation of a BV or NV requires a notarial deed executed by a civil-law notary.
Governing law
- Civil Code, Book 2 (legal persons)Company law, including the 2012 Flex-BV rules
- Commercial Register Act (Handelsregisterwet) (2007)
Penalties and consequences
- Directors' liability for distributions that leave the company unable to pay its debts
- Fines for failure to file annual accounts
In practice
Late or non-filing of annual accounts is a common trap: it can reverse the burden of proof in directors' liability if the company later becomes insolvent. The public limited company (NV) still requires EUR 45,000 minimum capital.