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Notary costs when converting a sole trader to a limited company: what do you pay?

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Wat kosten de notaris bij het omzetten van een eenmanszaak naar een bv? Ontdek de tarieven, wat erbij inbegrepen is en hoe je kosten bespaart.

When converting a sole trader business to a limited company, you will always need a notary. The notary draws up the deed of incorporation and arranges registration with the Chamber of Commerce. The exact notary costs vary from one firm to another and from one situation to the next — but with the right preparation, you won’t be caught off guard.

Why is a notary required?

In the Netherlands, forming a limited company is not possible without the involvement of a notary. The law stipulates that a limited company must be incorporated by means of a notarial deed. This deed contains the articles of association of your new company: the ground rules for your limited company, such as the share structure, the purpose of the business, and the powers of the director.

Without a signed deed of incorporation, your limited company simply does not exist in a legal sense. If you are converting a sole trader business, a deed of incorporation is therefore always required from the notary, regardless of which method you choose.

What are the average notary costs?

Notary fees are freely determined, meaning each firm sets its own prices. Nevertheless, a general range can be indicated that most business owners will encounter.

Standard deed of incorporation

For a straightforward incorporation of a limited company with standard articles of association, notary costs typically fall between £400 and £900 excluding VAT. Online notaries sit at the lower end of this spectrum; traditional firms sometimes charge more, particularly where bespoke work is required.

Bespoke and complex situations

Are you dealing with a holding structure, multiple shareholders, or special statutory provisions? In that case, costs can quickly rise to £1,000 to £2,500 or more. Where a tax-neutral or taxable transfer of assets is involved — requiring the notary to prepare additional documentation — costs may also be higher.

Additional costs

Please note: in addition to the notary fee itself, you will also pay Chamber of Commerce registration fees and possibly costs for supplementary notarial documents. Allow for approximately £50 to £100 in registration fees. Always ask the notary for an all-inclusive quote so you know exactly where you stand.

When are the costs higher?

There are a number of situations in which you should account for higher notary costs when converting your sole trader business:

  • Holding structure: if you are simultaneously incorporating a holding company and an operating company, you will pay for two deeds.
  • Contribution description: where assets are contributed in kind (assets from your sole trader business are transferred into the limited company), an additional description or accountant’s statement may be required.
  • Shareholders’ agreement: where there are multiple shareholders, the notary may also draw up this agreement.
  • Urgent registration: in a hurry? Some notaries charge a surcharge for urgent processing.
  • Bespoke articles of association: non-standard provisions require more time and therefore more money.

Tips for keeping notary costs down

Your notary bill need not be unnecessarily high. With a few sensible steps, you can keep costs under control:

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  • Request quotes from several notaries and compare not only the price but also what is included.
  • Consider an online notary for a straightforward situation; they work more efficiently and at lower cost.
  • Make sure you have all the necessary information (company name, share structure, business purpose) ready before approaching the notary — this saves hours.
  • Get thorough advice from a tax adviser beforehand regarding the right structure, so the notary can draw up the correct deed straight away without time-consuming corrections.
  • Ask whether the Chamber of Commerce registration costs are included in the fee or charged separately.

The notary and the tax adviser: stronger together

The notary handles the legal side of the incorporation, but generally does not consider the tax implications of your choices. Which method of contribution is most advantageous for you? What about stamp duty on business premises? What are the VAT consequences? These are questions for a tax adviser, not for the notary.

When converting a sole trader business to a limited company, the legal and tax processes go hand in hand. By engaging both professionals at an early stage, you avoid being confronted with unexpected tax claims or remediation costs after the fact. A good tax adviser in Eindhoven will also liaise with the notary and ensure all documents are in order, so the process runs smoothly.

Do you also need help with your administration after the conversion? We can simply take care of that as well.

Why Belastingadviseur Eindhoven

At Belastingadviseur Eindhoven, we guide business owners in the region through every step of the conversion — from the initial assessment of whether it is worthwhile at all, to the right preparation for the notary and the set-up of your new limited company’s administration. We think alongside you about your specific situation and make sure you don’t pay more than necessary.

Would you like to know what the conversion will concretely cost and yield for you? Get in touch with no obligation — we would be delighted to explore the options with you.

Frequently asked questions

How much does a notary charge for incorporating a limited company?

Notary costs for incorporating a limited company average between £400 and £900 excluding VAT for a standard situation. For more complex structures, such as a holding company or bespoke articles of association, costs can rise to £1,000 to £2,500 or more. Always request an all-inclusive quote from the notary.

Are notary costs tax-deductible?

Yes, notary costs incurred for business purposes — such as the incorporation of a limited company — are in principle deductible as business expenses. How this works out precisely for your situation is best discussed with a tax adviser.

Can I incorporate a limited company without a notary?

No, incorporating a limited company without a notary is not possible in the Netherlands. The deed of incorporation must always be drawn up and signed by a qualified notary. Without a notarial deed, the limited company has no legal validity.

What is the difference between a low-cost online notary and a traditional notary firm?

An online notary works with standardised processes and template articles of association, which keeps costs lower. This is perfectly suitable for straightforward situations. A traditional firm offers more bespoke work and personal contact, but generally charges a higher fee for this. Seek advice beforehand on which option suits your particular situation.

We are happy to think along with you. For advice tailored to your situation we would gladly sit down with you. No rights can be derived from the content of this page and it may contain inaccuracies.

Roy
RoyBedrijfsadviseur · Belastingadviseur EindhovenRoy is bedrijfsadviseur bij Belastingadviseur Eindhoven. Hij helpt ondernemers in Eindhoven en omgeving met hun administratie, belastingaangiften en fiscale vraagstukken — van btw en jaarrekening tot het omzetten van een eenmanszaak naar een bv. Met een vaste maandprijs en persoonlijk contact zorgt hij dat je cijfers altijd kloppen en actueel zijn.About us·Lees onze Google-reviews
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