B.V. Client File Requirements

Information and Documentation Framework

For each Dutch B.V., we maintain a structured client file consisting of:

• A permanent file
• An annual financial and tax file
• A corporate income tax file
• An advisory file

This structure reflects Dutch corporate law, Dutch corporate tax requirements, VAT and payroll compliance obligations, and Wwft (anti-money laundering) regulations.

Complete and accurate documentation is required to ensure compliance, support tax positions taken and prepare for audits, tax authority reviews or due diligence procedures.

Incomplete files materially increase compliance and liability risk.

1. Permanent File

The permanent file contains static legal, structural and compliance information relating to the Dutch B.V., its shareholders and governance framework.

Company Identification

• Statutory name and registered office
• Actual place of management and business activities
• Legal form
• Date of incorporation
• Chamber of Commerce (KvK) number
• RSIN (Legal Entities and Partnerships Information Number)
• Contact details

The distinction between registered office and place of effective management is relevant for Dutch corporate tax residency analysis.

Shareholders – Natural Persons

• Full name and residential address
• Date of birth and gender
• Citizen Service Number (BSN), where applicable
• Percentage ownership and voting/control rights
• Copy of valid identification document
• Wwft identification record and verification date
• Wwft risk classification and assessment date

Where a shareholder is non-resident, additional analysis may be required in relation to dividend withholding tax, treaty entitlement and substantial interest taxation.

Shareholders – Legal Entities

• Company name and registered address
• RSIN or foreign registration number
• Chamber of Commerce extract or equivalent
• Ownership percentage and control structure

Where the shareholder is foreign, we require sufficient documentation to determine:

• Ultimate beneficial owners (UBOs)
• Treaty eligibility
• Anti-abuse exposure under Dutch and EU law

Representatives of Legal Entity Shareholders

• Full name and address
• Position and appointment date
• Copy of identification document

This is required for both corporate governance verification and Wwft compliance.

Corporate Documentation

• Notarial deed of incorporation
• Articles of association and amendments
• Shareholder register
• Share transfer deeds
• Merger or demerger deeds, if applicable
• Management regulations
• Shareholder and board resolutions
• Other relevant corporate agreements

These documents are essential for assessing dividend distributions, capital transactions and director authority.

Structural and Regulatory Information

• Organisation chart
• Chamber of Commerce extract
• Engagement letters and general terms
• Corporate income tax fiscal unity decisions
• VAT fiscal unity decisions
• Payroll tax registration and sector classification
• Premium percentages (including Whk)
• Applicable collective labour agreement (CAO)
• Industry association memberships

Fiscal unity documentation is particularly relevant for Dutch corporate tax consolidation and joint liability analysis.

Agreements with the Dutch Tax Authorities

• Advance tax rulings
• Settlement agreements
• Audit reports
• Correspondence relating to tax positions

Advance certainty documentation must be retained to substantiate agreed interpretations.

Real Estate (if applicable)

• Purchase or sale deed
• Purchase or construction agreement
• Notarial settlement statement
• Land Registry extract
• Loan agreements
• Lease agreements

Real estate holdings may affect real estate transfer tax, depreciation limitations and interest deduction restrictions.

Movable Assets (if applicable)

• Purchase or sale agreements
• Financing or credit agreements
• Lease agreements

Asset classification may impact depreciation schedules and investment deductions.

Participations (Subsidiaries)

• Incorporation deeds
• Share transfer documentation
• Shareholder agreements
• Intercompany financing agreements

These documents are required to apply the participation exemption and assess controlled foreign company implications.

Financing Agreements

• Current account agreements
• Loan agreements
• Mortgage documentation

Intercompany loans must be assessed under transfer pricing rules and interest deduction limitations.

Pension and Insurance Documentation

• Pension agreements or pension letters
• Annuity agreements
• Capital and life insurance policies
• Employer insurance policies

These may affect deductible expenses and wage tax treatment.

Employee Data (Permanent)

• Employment contracts
• Name and address details
• BSN
• Copy of identification document
• Payroll tax statements
• Work permits or combined residence/work permits
• Declaration of no private use of company car

Employment documentation is relevant for wage tax compliance and expat tax Netherlands considerations, including 30 percent ruling applications.

2. Annual File

The annual file contains financial and tax information for the relevant financial year.

Financial Administration

• Balance sheet
• Profit and loss account
• Opening balance reconciliation
• Detailed specifications of balance sheet items
• Investment overview
• Depreciation schedules
• WOZ decisions
• Inventory statement (per 31 December)
• Accounts receivable and payable listings
• Bank and cash reconciliations
• Equity movements
• Capital contributions and repayments
• Dividend distributions and resolutions
• Provisions
• Loan specifications
• Tax position schedules
• Events after balance sheet date
• Revenue and cost specifications

This documentation supports statutory annual accounts and the Dutch corporate income tax return.

VAT File

• Reconciliation between VAT returns and financial administration
• Copies of filed VAT returns
• Annual turnover totals
• VAT refund decisions
• ICP statements
• VAT corrections or supplemental returns
• Taxed rental decisions, if applicable

For cross-border businesses, reconciliation is essential to mitigate VAT audit risk.

Payroll Administration / Wage Tax

• Reconciliation of payroll tax returns
• Payroll journal entries
• Employee insurance premium overview
• Correction messages
• Work-related costs scheme (WKR) calculations
• Free space calculations
• Employee wage summaries
• Customary wage calculations for DGA
• Wage in kind documentation
• Overtime compensation
• Expense reimbursements and fixed allowances
• Company car administration
• Payslips
• Annual wage statements

The customary wage regime and WKR compliance are frequent audit focus areas.

3. Corporate Income Tax File

The corporate income tax file contains documentation supporting the Dutch corporate tax return.

• Copy of filed corporate income tax return
• Annual tax computation
• Commercial versus fiscal reconciliation
• Fiscal unity statements, if applicable
• Annual accounts of affiliated entities
• Substantiation of tax positions taken
• Provisional and final assessments
• Correspondence with the Dutch Tax Authorities
• Objections and appeal documentation
• Dividend declarations
• Dividend withholding tax returns

Where international structures are involved, additional documentation may be required to support:

• Participation exemption application
• Transfer pricing positions
• Interest deduction limitations
• Controlled foreign company analysis

4. Advisory File

The advisory file contains documentation relating to technical positions and strategic decisions.

• Written correspondence
• Tax and legal memoranda
• Internal and external communications
• Telephone memoranda

This file substantiates the rationale for structuring decisions and protects against hindsight assessments in audit or litigation contexts.

Compliance and Risk Management

A properly maintained Dutch B.V. client file ensures:

• Compliance with Dutch corporate law
• Compliance with Dutch corporate tax, VAT and payroll legislation
• Wwft identification and risk assessment documentation
• Readiness for tax audits
• Preparedness for investor due diligence

For internationally structured groups, file integrity is central to demonstrating substance, arm’s length compliance and treaty entitlement.

If clarification is required regarding any of the above documentation, a structured review can be performed to identify gaps and compliance risks.