Signing for a Dutch BV from abroad: power of attorney or video notary

Why a signature is needed in the first place

A Dutch BV (besloten vennootschap) is brought into existence by a notarial deed of incorporation passed before a Dutch civil-law notary (notaris). Unlike a UK Ltd or an Estonian OÜ, you cannot file a BV into existence through an online form alone, a notary must execute the deed, verify the founders' identities, and confirm that the articles of association are lawful. That requirement is what makes the signing step a real step rather than a formality.

The good news is that Dutch law does not require the founder to be physically present in front of that notary. It allows the founder to act through a representative under a written mandate. That mandate is the power of attorney, and it is the single mechanism that makes fully remote formation possible. Our non-resident guide covers the whole process end to end; this guide drills into the signing step specifically.

The two remote routes, at a glance

There are exactly two ways to sign for a BV without travelling, and which one applies to you depends only on where you are physically located when you sign.

If you live in, say, the United States, the United Arab Emirates, Singapore or the United Kingdom (now outside the EU), the apostille route is yours. If you are sitting in Germany, France, Spain or another EU member state, you can choose the lighter video route instead. Both produce exactly the same BV.

The power of attorney, explained

A power of attorney (volmacht in Dutch) is simply a document in which you, the founder, authorise a named person, in practice a representative at the notary's office, to perform a specific legal act for you. For BV formation it is drafted by the Dutch notary in advance and is deliberately narrow.

You do not write it yourself, and you should be wary of any provider that hands you a vague, open-ended mandate. A properly drafted formation PoA names the exact company, the exact articles, the exact share allocation, and the exact acts the holder may carry out. It is a key, cut for one lock, not a master key to your affairs.

What the power of attorney authorises (and what it does not)

The mandate is single-purpose. A typical BV-formation PoA authorises the notary's representative to:

• Execute the deed of incorporation of one named BV with the agreed articles of association.
• Subscribe for and issue the shares to you (or to your holding company) in the agreed proportions.
• Apply for registration at the KvK, the Dutch Chamber of Commerce, and obtain the company's registration number.
• File the initial UBO entry identifying you as the ultimate beneficial owner, where required.
• Sign ancillary formation documents the notary needs to complete the registration.

Just as important is what it does not do. The PoA does not make anyone a director, give anyone signing rights over the company's bank account, or grant ongoing control of the BV. Once the deed is passed and the KvK number is issued, the mandate has done its job and is spent. You remain the owner and, unless you appoint someone else, the director. For how directorship and ongoing duties work after formation, see the director-liability guide.

The apostille step, for non-EU founders

An apostille is a standardised certificate created by the 1961 Hague Apostille Convention. Its only job is to confirm that the signature and seal on a public document, here, your local notary's confirmation of your signature, are genuine, so the document is accepted in another Hague-Convention country without further consular legalisation. For a Dutch notary relying on a foreign-signed PoA, the apostille is the proof that the foreign notarisation is real.

The mechanics run in this order:

1. The Dutch notary drafts the PoA and sends it to you, usually as a single document to sign.
2. You sign it before your local notary, who witnesses your signature and notarises the document.
3. You obtain the apostille from the designated authority in your country. Depending on where you live this is the foreign ministry, a court, or a state-level office (verify which body issues apostilles in your jurisdiction).
4. You scan and upload the apostilled PoA. The original is couriered to the Dutch notary if they require the wet-ink copy.

If your country is not a party to the Hague Convention, an apostille is unavailable and the document must instead go through full consular legalisation via a Dutch embassy or consulate, which is slower (verify the current process for your country). For the wider question of which documents need apostilling, our apostille guide goes deeper.

The EU video-notary route, since January 2024

EU founders have a simpler option. Since 1 January 2024, Dutch law implements EU Directive 2019/1151 on the use of digital tools and processes in company law, which obliges member states to allow the online formation of companies. In the Netherlands this lets the deed of incorporation be passed in a secure video session with the Dutch notary.

In practice it is a roughly 30-minute video call. The notary verifies your identity using a recognised electronic identification means, reads the deed with you, and you sign digitally. There is no power of attorney and no apostille, because you are, in effect, appearing before the notary, just over video rather than in the room. It is available to founders who are physically located within the EU at the time of the call; a non-EU founder cannot use it and stays on the apostille route.

The directive is the legal basis several providers, including us, lean on for EU founders, and it is why a German or Spanish founder can complete the whole signing step in an afternoon.

How signing affects your timeline

The signing step is the part of formation most under your own control, and the part where founders most often lose days. Here is the realistic picture:

For the apostille route, the bottleneck is almost never the Dutch side, it is how quickly your local notary can see you and how fast your country's apostille authority turns the document around. Some authorities are same-day in person; others run multi-week postal backlogs. Once the signed, apostilled PoA is in hand, we register the BV at the KvK in typically 5 working days from complete KYC. The signing step sits in front of that clock, not inside it.

Corporate shareholders and multi-founder signings

The signing mechanism does not change when the founder is a company rather than an individual, but two things are added:

• Each founder signs their own PoA (or attends their own video session). In a two-founder formation, both mandates must be in before the notary can pass the deed, so the slowest signer sets the pace.
• A corporate shareholder supplies more documents. An apostilled registry extract, the company's articles, and beneficial-ownership documents, and the individual signing the PoA must be authorised to bind that company. We handle this extra KYC for €395.

If you are forming a holding-on-top structure, the personal Holding BV is usually incorporated first and then becomes the founding shareholder of the Operating BV. The holding-structure guide explains the sequencing, and the Holding + Operating package at €2,495 all-in coordinates both signings together.

Mistakes that cost days

• Booking the local notary late. The PoA can only be apostilled after it is notarised, so a slow notary appointment delays everything downstream.
• Assuming EU video is available everywhere. It is for EU-located founders only; a founder travelling outside the EU when they sign must fall back to the apostille route.
• Signing the wrong way. Some apostille authorities reject a document if the local notary's wording does not match their format. Use a notary familiar with documents destined for apostille.
• Forgetting the corporate-shareholder pack. A company founder that turns up with a personal passport but no apostilled extract stalls the whole deed.

None of these are hard to avoid, they just need to be lined up before the clock starts. If you are unsure which route applies to you, tell us where you will be signing from and we will map the exact steps.

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