Europe · 🇳🇱

Netherlands

A widely used EU holding and finance jurisdiction, with one of the world's most extensive treaty networks, sophisticated corporate law, and deep capital-market access for international holding, financing, and IP structures.

Legal system · Civil law · EU member state Regulator · AFM & De Nederlandsche Bank (DNB)

Netherlands at a glance

Legal system
Civil law; EU member state
Company formation
The principal vehicles are the private limited company (BV) and public limited company (NV) under Book 2 of the Dutch Civil Code, alongside the cooperative (cooperatie) often used in investment structures.
Trust regime
As a civil-law jurisdiction the Netherlands does not have domestic trusts but recognizes foreign trusts under the Hague Trust Convention, which it has ratified.
Funds
Dutch fund structures include the fund for joint account (FGR), the investment company and limited partnership (CV) forms, regulated by the AFM under EU AIFMD and UCITS frameworks with EU passporting. The Netherlands combines fund domiciliation with its holding and treaty strengths.
Tax posture
The Netherlands levies corporate income tax but offers a participation exemption that can exempt qualifying dividends and capital gains, supporting holding structures, alongside an extensive treaty network.
Region
Europe · Holding · Treaty
How we act
Coordination by Hart David Carson LLP; local law advice by locally admitted counsel.

The Netherlands sits at the center of European cross-border structuring. It is a stable EU member state where business runs comfortably in English, and its treaty network, holding regime, and corporate law have made the Dutch BV a default building block for international groups.

The draw is the combination of features. One of the world's most extensive double-tax-treaty networks reduces withholding friction on cross-border dividend, interest, and royalty flows. The participation exemption can fully exempt qualifying dividends and capital gains at the holding level. Book 2 of the Dutch Civil Code offers a flexible, well-litigated corporate-law framework that international counterparties and lenders already understand. Add full Eurozone banking, a deep custody and capital market, and a mature bench of advocaten, civil-law notaries, and tax advisers, and you have a jurisdiction suited to holding, financing, and intellectual-property structures and to European headquarters.

The Netherlands is also candid about its own direction of travel. It participates in the OECD Common Reporting Standard, FATCA, and the Pillar Two minimum tax, and it has progressively tightened anti-abuse and substance rules, so treaty access and the integrity of a holding structure now depend on economic substance rather than form alone. We treat that as a point in its favor, because a Dutch structure is worth building only if it will withstand scrutiny from the outset. The jurisdiction facts on this page are educational; the substantive Dutch-law advice, and any matter before the AFM or DNB, is delivered by Netherlands-admitted counsel within our partner network.

What we coordinate in the Netherlands

Company and entity formation, foundations and recognized trusts, banking, funds, and regulatory and tax positioning, all delivered with Netherlands-admitted counsel and licensed providers.
01

Company & Entity Formation

We coordinate the choice between the private limited company (BV), the public limited company (NV) and the cooperative (coöperatie), all governed by Book 2 of the Dutch Civil Code, and then the notarial deed that brings it into being. The BV is the standard holding and operating vehicle; the coöperatie earns its place in investment and joint-venture structures.

  • BV, the flexible-capital private company and the standard holding and operating vehicle
  • NV, the public company for listings and larger capital bases
  • Coöperatie, the cooperative form used in fund and investment structuring
  • Incorporation by Dutch civil-law notary; registration with the Chamber of Commerce (KvK)
  • UBO and persons-of-significant-control particulars recorded at incorporation
02

Trusts & Foundations

When a client needs control or succession mechanics in a Dutch structure, we reach for the Stichting (foundation) rather than a trust, with a civil-law notary and advocaten drafting it. The Netherlands has no domestic trust, though it has ratified the Hague Trust Convention and recognizes foreign-law trusts. The STAK administration foundation certifies shares to split control from economics.

  • Stichting, a versatile foundation for holding, governance, and philanthropy
  • STAK (stichting administratiekantoor), which separates voting control from economic entitlement via depositary receipts
  • Recognition of trusts validly created under foreign law (Hague Trust Convention)
  • Common uses include founder control, employee certification, family-business succession, and anti-takeover protection
03

Banking & Accounts

The Netherlands offers Eurozone banking with full SEPA and euro-system access and a deep corporate and custody-banking market. Onboarding applies EU AML/CFT standards, with substance, beneficial-ownership and source-of-funds diligence.

  • SEPA and euro-system payment-rail access; deep custody market
  • EU AML/CFT onboarding under the Wwft, with substance and source-of-funds scrutiny
  • Beneficial-ownership transparency expected across the ownership chain
  • Trust-office (trustkantoor) activity separately licensed by DNB
04

Funds

For a sponsor pairing fund and holding, we coordinate the fund leg with advocaten and licensed providers. The fund for joint account (FGR), the investment company forms and the limited partnership (CV) are regulated by the AFM under the EU AIFMD and UCITS frameworks with EU passporting, so fund and BV or coöperatie holding can share one jurisdiction.

  • FGR, the fund for joint account, a common Dutch collective-investment vehicle
  • Investment-company and CV (limited partnership) structures
  • AFM authorization under EU AIFMD / UCITS; EU passporting available
  • Fund layer combined with BV/coöperatie holding and treaty access
05

Regulatory & Licensing

Supervision is split between conduct and prudential oversight. The AFM supervises markets and conduct; De Nederlandsche Bank (DNB) handles prudential supervision of banks, insurers and trust offices, with AML/CFT flowing from the Wwft.

  • AFM for conduct-of-business and markets supervision
  • DNB for prudential supervision of banks, insurers, and trust offices
  • Wwft AML/CFT obligations as implemented from the EU directives
  • UBO register maintained; substance requirements relevant to treaty access
06

Tax & Treaty Posture

We structure Dutch holding companies for the participation exemption and treaty network, with the substance to keep both. Corporate income tax applies, but the exemption can cover qualifying dividends and capital gains, alongside an extensive treaty network. The Netherlands participates in transparency and minimum-tax regimes and has tightened anti-abuse and substance rules, so substance rather than form carries the structure.

  • Participation exemption, under which qualifying dividends and capital gains can be exempt at the holding level
  • Extensive double-tax-treaty network reducing cross-border withholding friction
  • CRS, FATCA and OECD Pillar Two minimum-tax participation
  • Strengthened anti-abuse and substance rules conditioning treaty and regime access

Government Affairs & Facilitators on the ground

How we coordinate registry agents, civil-law notaries, licensed trust offices, banks, and regulator engagement, with locally admitted counsel carrying the mandate at every step.

Engagement with the AFM, DNB, and the Dutch tax authorities is conducted through licensed Dutch professionals rather than through us directly. Where a structure touches a regulator, the relationship sits with Netherlands-admitted advocaten and licensed entities; we coordinate around them and keep the matter moving to a single standard. Our role is facilitation and project leadership, transparent and on the record.

01

Netherlands-admitted advocaten

Dutch advocaten hold the regulated relationship, provide the substantive corporate, fund, regulatory, and contentious advice, and represent clients in matters before the AFM and DNB where required.

02

Civil-law notaries (notarissen)

A Dutch civil-law notary is required to incorporate a BV or NV and to establish a Stichting or STAK, executing the notarial deeds that give the structure legal effect.

03

Licensed trust offices (trustkantoren)

Trust-office services are separately licensed and supervised by DNB. Where domiciliation or management is needed, we coordinate with DNB-licensed trustkantoren rather than acting in that capacity ourselves.

04

Registry agents & the KvK

Registration with the Chamber of Commerce (KvK) and UBO-register filings are handled with local registry agents and the notary, so the public record is complete and accurate from day one.

05

Banks & custody providers

We make introductions into the Dutch corporate, private and custody-banking market and prepare the substance and source-of-funds file that EU onboarding now demands.

06

Tax advisers & the Belastingdienst

Dutch tax advisers handle participation-exemption analysis, substance positioning and any engagement with the Belastingdienst, conducted through licensed professionals on the public record.

How we coordinate a matter here

One standard,
assembled on the ground.

Hart David Carson can help frame a Dutch holding, financing, or STAK structure, introduce the right civil-law notaries, advocaten, and licensed providers, and coordinate delivery through to completion. We act as facilitator and project lead alongside Netherlands-admitted counsel. We do not substitute for that counsel, and we have no office in the Netherlands.

Scope the structure (BV/NV, coöperatie, Stichting, or STAK) Assemble notaries, advocaten, trust offices and tax advisers Run incorporation, KvK and UBO filings, and banking introductions One point of contact across three time zones
Start a Netherlands matter →

Prepared by Hart David Carson LLP · Reviewed by Jonathan D. Herpy, Sr. · Last updated October 2026 · Educational overview · Not legal advice · Local law advice comes from locally admitted counsel.

Frequently asked

Common questions on structuring in the Netherlands.
Why do international groups choose a Netherlands holding company?

The Netherlands pairs one of the world's most extensive double-tax-treaty networks with a participation exemption that can exempt qualifying dividends and capital gains, sophisticated corporate law under Book 2 of the Dutch Civil Code, and deep EU single-market and capital-market access. That combination makes the Dutch BV a frequent choice for international holding, financing, and intellectual-property structures and for European headquarters, though treaty access increasingly depends on real substance, and the analysis is run with Netherlands-admitted counsel.

Can you set up a trust in the Netherlands?

Not a Dutch one. The Netherlands is a civil-law jurisdiction with no domestic trust, but it has ratified the Hague Trust Convention and recognizes trusts validly created under foreign law. For control and succession inside the Netherlands, the Stichting (foundation) does the work, including the STAK administration foundation that certifies shares and separates economic from voting rights; each needs a notarial deed. We coordinate the vehicle with Dutch civil-law notaries and advocaten and do not provide the regulated advice ourselves.

What is a STAK and when is it used?

A STAK (stichting administratiekantoor) is an administration foundation that holds legal title to shares and issues depositary receipts (certificaten) to the economic beneficiaries. It separates voting control, which stays with the foundation board, from economic entitlement, which passes to receipt-holders, and that split makes it a common tool for founder control, employee-incentive certification, family-business succession, and anti-takeover protection. The STAK is established by a Dutch civil-law notary, and its terms are drafted with locally admitted counsel.

Who regulates financial activity in the Netherlands?

Supervision is split between two bodies. The Dutch Authority for the Financial Markets (AFM) oversees conduct and markets, while De Nederlandsche Bank (DNB) handles prudential supervision of banks, insurers, and trust offices. Anti-money-laundering obligations flow from the Wwft as implemented from the EU directives, a UBO register is maintained, and trust-office (trustkantoor) activity is separately licensed by DNB. Matters before the AFM or DNB are handled by Netherlands-admitted counsel and licensed providers.

Does Hart David Carson have an office in the Netherlands?

No. Hart David Carson LLP does not maintain a Netherlands office and does not practice Dutch law. We act as facilitator and project lead through our partner network of Netherlands-admitted advocaten, civil-law notaries, licensed trust offices and tax advisers, who carry the regulated relationship and provide the substantive legal advice.

How does Hart David Carson coordinate a Netherlands matter?

We scope the structure with you, assemble the right Dutch advocaten, civil-law notaries, licensed trust offices, and tax advisers, and run the moving parts (notarial incorporation, Chamber of Commerce registration, UBO filing, banking introductions, and tax positioning) to one standard through one point of contact. Locally admitted counsel hold the regulated mandate; we keep the matter coherent across time zones.

The structuring toolkit we bring

The firm-side capabilities most often deployed into Netherlands work, each run by one partner coordinating U.S. counsel and locally admitted advisers.

International corporate structuring

In the Netherlands, the principal vehicles are the private limited company (BV) and public limited company (NV) under Book 2 of the Dutch Civil Code, alongside the cooperative (cooperatie) often used in investment structures.

International corporate structuring →

Cross-border M&A

The Netherlands is a widely used EU holding and finance jurisdiction with one of the world’s most extensive treaty networks, sophisticated corporate law and deep capital-market access.

Cross-border M&A →

Treaty & international tax

The Netherlands levies corporate income tax but offers a participation exemption that can exempt qualifying dividends and capital gains, supporting holding structures, alongside an extensive treaty network.

Treaty & international tax →

International tax

In the Netherlands, the AFM supervises conduct and markets while DNB handles prudential supervision of banks, insurers and trust offices.

International tax →

Related jurisdictions in Europe

Adjacent European venues for holding, wealth and fund structuring.

Luxembourg 🇱🇺

Europe's main cross-border fund domicile and a widely used EU holding jurisdiction, offering UCITS, SIF, and RAIF funds and the SOPARFI holding and financing company.

Explore →

United Kingdom 🇬🇧

London for cross-border finance, dispute resolution and corporate transactions, with English law the default for much of international commerce.

Explore →

Jersey 🇯🇪

A Crown Dependency finance center for private wealth, fund administration, and listed holding structures, with mature trust and foundation law.

Explore →

All Europe →  ·  ← Back to Global Reach

Start with the free Structure Diagnostic  →

Start a conversation

Structuring through the Netherlands? Let's coordinate it properly.

One partner is accountable for the whole matter, and you have that partner's direct line. Netherlands-admitted counsel work alongside us, to one standard across three time zones.