Establishing a BV: the step-by-step plan, the formal steps, and the documents you need

For startups and scale-ups, the BV is often the structure with which you truly build professionally. You establish a legal entity, distribute shares, appoint directors, and create a foundation for future growth. That sounds like a big undertaking, but in practice, it's mainly a matter of taking the right steps in the right order.

The incorporation itself is handled by a notary. Surrounding this are also decisions about the structure of the BV, the shareholders, the documentation, and the initial registrations. It's precisely this combination that determines whether your incorporation proceeds smoothly or causes unnecessary delays.

Step 1: First determine the desired structure of the BV

Before a notary can draft anything, it must be clear what exactly you want to incorporate. Many entrepreneurs think this can be decided later, but this is where the real work begins.

You should at least have a clear understanding of the following beforehand:

• the name of the BV;
• where the BV will be legally domiciled;
• the purpose of the BV;
• who the founder or founders are;
• who will be a shareholder;
• who will be a director;
• how the shares will be distributed;
• whether you are setting up a single BV or immediately working with a holding structure.

For a startup, this may sometimes seem flexible, especially in an early stage. Nevertheless, it's wise to take these decisions seriously right away. The notary incorporates this information into the incorporation documents, and if the foundation isn't clear, you'll notice it throughout the entire process.

At Startup-Recht, we regularly see that the legal incorporation itself isn't the problem, but that founders haven't clearly agreed on their internal relationships. A seemingly simple incorporation then suddenly becomes much more complicated and sometimes awkward.

Step 2: Gather the information the notary needs

Once the foundation is clear, you need to provide the necessary information. The more complete this information is, the faster the incorporation process usually proceeds.

This includes:

• full name, address, and place of residence details of founders, shareholders, and directors;
• valid identification;
• the desired name of the private limited company (BV);
• a brief description of the activities;
• the distribution of shares;
• information about who is the ultimate owner or has decisive control;
• details of any existing companies, for example, if a holding company becomes a shareholder.

For a simple incorporation with a single founder, this is often straightforward. With multiple shareholders or a (common) structure involving a holding company, it's wise to gather all this information thoroughly beforehand. This prevents the process from getting stuck due to scattered questions or missing data.

Step 3: Have the deed of incorporation and articles of association drafted

The formal incorporation of a private limited company (BV) takes place via a notarial deed of incorporation. This is the document by which the BV is legally established. The articles of association are also included in this deed.

The articles of association are the company's basic rules. They include, among other things:

• the name and registered office of the BV;
• the purpose of the BV;
• the share capital;
• the rules regarding shares;
• the structure of the board;
• the manner in which decisions are made.

The deed of incorporation also contains details about the founders, the initial shareholders, the first directors, the issued shares, and the payment made on them.

This is therefore not just a formality. The articles of association form the legal basis of the BV. For a startup, it's important that this foundation is not only technically correct but also aligns with how your company is actually organized.

Step 4: Determine how shares are issued and paid up

A private limited company (BV) has capital divided into shares. This means that during incorporation, it is determined how many shares there are, to whom they are issued, and what amount is paid up on them.

For many startups, this is relatively simple. Shares are divided among one or more founders, and the capital contribution is made in cash. But even then, it's important that this is properly documented.

The share allocation is often one of the most crucial decisions in the entire incorporation process. Not only because it concerns ownership, but also because it impacts control, future investment rounds, and the power dynamics among founders.

A common pitfall is that entrepreneurs rush through the share allocation because they're eager to move forward. This is precisely where it pays to pause and consider carefully. An incorrect or ill-conceived allocation might not seem urgent at first, but it often becomes difficult to rectify later.

Step 5: Also arrange the shareholders' agreement immediately

In addition to the deed of incorporation and articles of association, a shareholders' agreement is often at least as important. Especially if you're incorporating the private limited company (BV) with multiple shareholders.

The articles of association govern the formal structure of the BV. A shareholders' agreement usually goes a step further, outlining the practical arrangements between shareholders. Consider topics such as:

• how shareholders collaborate;
• when consultation or consent is required for certain decisions;
• what happens if someone wants to leave;
• how share transfers are regulated;
• how to handle disputes or deadlocks;
• what mutual expectations apply.

For founders, this is often the document that provides the most peace of mind later on. In the initial phase, everyone is enthusiastic, and everything seems self-evident. This is precisely when it's wise to put agreements clearly on paper. Not because you anticipate trouble, but because you want to prevent ambiguity from arising once the company grows, raises capital, or internal roles change.

At Startup-Recht, we often see entrepreneurs focusing entirely on the notarial incorporation, while the shareholders' agreement is left unaddressed. Legally, the BV may be established, but there's too much room for uncertainty regarding collaboration. That's a shame, because a solid incorporation usually involves more than just the deed at the notary.

Step 6: Sign the deed at the notary

Once all information is complete and the draft documents are approved, the deed of incorporation is signed. This is the moment the private limited company (BV) is formally established.

Depending on the process, this can happen physically or digitally. For you as an entrepreneur, it's especially important to thoroughly check the drafts before signing. Names, roles, share allocation, and structure must be precisely correct. A carelessness at this stage often has long-lasting consequences.

The incorporation itself is usually not the most complicated part. That complexity more often lies in the choices that precede it. If those choices are clear, the signing of the deed typically proceeds smoothly.

Step 7: Registration in the Commercial Register

After incorporation, the private limited company (BV) must be registered in the Commercial Register. In practice, this initial registration is usually handled by the notary.

This registration is important because while the company exists from its incorporation, registration in the Commercial Register is necessary to make the formal details of the private limited company visible and properly processed. This includes the company's name, its directors, and other key information.

For entrepreneurs, this is usually not a separate DIY step, but it is a moment to check that everything has been processed correctly. Precisely because external parties, such as banks, customers, or investors, often look at this data, you want it to be accurate from the start.

Step 8: arrange UBO registration

During incorporation, it must also be determined who needs to be registered as the ultimate beneficial owner. These are the individuals who own the organization or can exercise decisive influence over it.

For a private limited company with a single founder, this is usually straightforward. With multiple shareholders or a structure involving intermediate companies, this often requires a bit more attention. Nevertheless, it's wise to address this properly from the outset to prevent the incorporation process from being unnecessarily delayed by additional questions or missing information.

Step 9: consider a private limited company in formation if you want to start operating already

Sometimes you want to act on behalf of the company before the deed of incorporation has been signed. For example, because you want to conclude a contract, purchase software, or secure office space. In that case, you can operate as a private limited company in formation.

That can be practical, but this phase requires extra diligence. As long as the private limited company has not been definitively incorporated, it must be clear to the outside world that you are acting on behalf of a private limited company in formation. It is also important to pay close attention to the obligations you incur during this phase.

For startups, this is particularly relevant if the business is moving faster than the formal process. In such cases, a private limited company in formation can offer a solution, but it must be used properly and consciously.

Step 10: open the bank account and set up the administration

After incorporation, the practical part begins. The private limited company must be able to function, and for that, more is needed than just a signed deed.

This includes:

• a business bank account (also for paying up share capital);
• well-organized administration from day one;
• proper recording of shareholder information;
• internal documentation of decisions;
• setting up financial processes.

A private limited company must keep records and later prepare annual accounts. This makes it especially important not to implement structure months later. It is particularly smart to organize this properly right from the initial phase.

Where do things often go wrong when incorporating a private limited company?

Most problems do not arise with the notary themselves, but during the preparation. For example, because:

• the share distribution has not yet been properly thought out;
• it is unclear who will be the director;
• the holding structure is not yet clearly defined;
• UBO information is incomplete;
• a shareholders' agreement is addressed too late;
• entrepreneurs discover too late that formal choices also have practical consequences.

These are not spectacular mistakes, but they are precisely the points where a smooth process can get stuck. And for startups, it often holds true: the faster you want to move, the more you suffer from a lack of clarity in the fundamentals.

How do you keep the incorporation of a private limited company simple?

A simple incorporation usually starts with good preparation. Not by making everything legally complex, but rather by answering the right questions beforehand.

The shortest route usually looks like this:

1. determine who will be shareholder and director;
2. agree clearly on the share distribution;
3. decide whether you will work with a holding structure immediately;
4. gather all data at once;
5. have the deed and articles of association drawn up;
6. immediately consider a shareholders' agreement;
7. sign the deed;
8. have the registration and enrollment properly completed;
9. then immediately set up your bank account and administration.

Those who tackle this efficiently usually find that incorporating a private limited company doesn't have to be difficult at all.

Conclusion: the right guidance saves time, errors, and rework

Establishing a BV is fundamentally straightforward. The formal process is clear: you have a notarial deed drawn up, arrange the registration, and ensure the basic documentation is correct. The real value lies in the preparation. That's where you make the choices that determine whether your BV merely exists legally, or is truly well-positioned.

For startups, that difference is important. You don't just want to establish an entity, but to set up a structure that allows for continued growth. This means looking not only at the deed and articles of association, but also at the shareholder structure, the documentation, and the practical setup thereafter.

At Startup-Recht, we regularly guide these types of processes from start to finish. We have extensive experience with formations for startups and scale-ups, and therefore know where things often go wrong in practice, where delays occur, and which choices are best made correctly from the outset. Precisely because of this, we can not only assist with the formal steps, but also with the documentation and the surrounding setup.

Those who arrange this properly from the start prevent unrest, delays, and rework at a time when the focus should be on building. If you want to establish your BV properly and ensure that shareholder agreements and other documentation are also well-aligned, then it is wise to have that process tightly guided from the start.

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