Netherlands. Company registration

Anyone can open a business in the Netherlands, it only takes a little bit. You go to the Chamber of Commerce, take a number to see a consultant, and pretty quickly you are invited to a conversation. You must provide your passport or other identification document, come up with a company name, indicate the types of activities, and dictate the address. You will also be given a lot of useful tips.

For example, when I registered my business, the consultant not only talked to me about the prospects for the development of tourism in the Netherlands and the demand for translation services, but also suggested:

— that as a beginning entrepreneur I am entitled to various types of tax benefits

- that to receive these benefits you need to work a certain number of hours

— that many people make the mistake of counting as working hours only those paid for by clients

- and finally, that time spent commuting to work, making plans and developing programs, and having lunch with a client is considered work time and should be counted!

This information helped me a lot. The entire registration procedure, including consultation, cost thirty-something euros. I also pay every year about sixty euros, if I'm not mistaken, for the fact that information about my company is stored in the register of the Chamber of Commerce.

All this concerns the form of entrepreneurship without the formation of a legal entity, that is, private entrepreneurs. We pay taxes: income as an individual, VAT as a legal entity. We receive different discounts. The first three years - as beginning entrepreneurs, then - just a discount provided to all private entrepreneurs, and also a discount for small entrepreneurs if our turnover did not exceed a certain amount, and the hours established by law were worked out.

Sometimes entrepreneurs also receive a tax benefit if they work from home (here you need to meet a number of requirements, for example, have a separate bathroom for clients), or when using a car or telephone for business purposes. In general, there are many pleasant benefits, the tax office even reminds you of them if you go to the website, for example, when filing a declaration.

However, taxes here are crazy, so without benefits it would be completely sad... Income tax ranges from 33 to 52 percent, depending on the amount of earnings per year. The rate is determined by a cumulative method. Thanks to the benefits, some people manage to get 25 percent instead of, say, the average annual figure of 45 percent. Not bad at all!

Some entrepreneurs do all the calculations themselves, while others turn to accountants for help. For private entrepreneurs this is not so important.

It’s a different matter if you decide to register a joint stock company. This is done by a notary. A charter is drawn up and founders are elected. The authorized capital must be at least 18 thousand euros. What are the benefits of a joint stock company? First of all, the low tax rate. This is 20 or 25 percent, depending on the speed. Well, and a form of responsibility, of course. But you definitely need to hire an accountant.

However, there still seem to be more private entrepreneurs in Holland. Every second person opened some kind of company. Some people work for an employer while earning extra money for themselves.

In what areas are people starting businesses? There are a lot of information specialists, because this market never gets saturated. Programmers, web designers, web architects are constantly needed. Tariffs are high, lots of work.

Many people are involved in the health and beauty industry, training, coaching. Most translators are freelancers, almost all register a company.

Since there are no special requirements for guides, there are many who work “under the table.” He doesn’t pay taxes and evades inspections. They can afford especially low rates for excursions. But the risk is too great. After all, local tax services, just like in other countries of the world, are not asleep.

If we consider that in Holland there is nothing state-owned, except, perhaps, ministries and government officials, then all companies, one way or another, belong to some individuals. Doctors here are private entrepreneurs. The schools where the teachers work are also private institutions. Another thing is that they are not formed by individuals; this cannot be done without capital. The same applies, for example, to construction companies. It is not customary here to hire people to do repairs for them. If you have already started a repair (which happens extremely rarely, there is no fashion for repairs here!) and you cannot or do not want to do it yourself (which also happens infrequently), you should contact a company that will send specialists.

Foreign entrepreneurs and international companies are starting new activities in the Netherlands, often created the Dutch company BV. To include limited liability companies (LLC), in Dutch "Besloten Vennootschap" ( BV)
Netherlands The BV company is similar to the English company or the German UG company. The Netherlands BV is also the most common type of company structure for .

Main features Dutch BV:

Minimum share capital€ 1
The shareholder is only liable for the amount paid as share capital
Issue or transfer of shares permission required from shareholders(s)
shareholders are registered in the Dutch company register
A foreign company, a local company or an individual can be a shareholder or director of a Dutch BV

Amendments to Dutch company law have made it easier to incorporate a Netherlands BV, which has significantly reduced the cost of forming a company in Holland.

Requirements for creating a Dutch BV

To create a Dutch BV, Dutch Dutch Limited may have founding members who are (foreign) companies or individuals. Dutch company law allows the newly created Netherlands BV, which will be formed with one or more directors, who may be shareholders (shareholders). The main advantage of a Dutch BV company, in contrast to a Dutch NV company, is the minimum share capital of €1. Most entrepreneurs choose a share capital of €100 from €1. (Shares 100 €0.01 or €1)

The company's first financial year could be an extended year, for example: If you start a business on 10-10-2018, your first financial year could be from 10-10-2018 to 31-12-2019.

The main requirement to form a Dutch BV or Dutch limited company is to have a local business address in the Netherlands.

Main stages of registering a Dutch BV

The public notary will prepare a draft of the articles of association. Official documents in Dutch must contain information about management, shareholders, business activities of companies, authorized capital and registered address.

After drawing up the charter and document on formation, the registration procedure will begin. Main stages:

Checking company name availability and reserving a name
Gathering due diligence documentation to send to incorporated agent
Providing notarized documents and registration documents
Registration in the commercial register of the Netherlands
Registration with tax authorities
Open a bank account and deposit company capital
Start of business operations

Opening a bank account for a Dutch BV

For a Dutch BV it is necessary to have a corporate bank account. A bank account can be created after company formation. Once the bank is incorporated, the company's capital can be transferred. A bank account is necessary for carrying out daily business activities and for contributing to the authorized capital. To obtain a Dutch bank account, it is recommended to create a Netherlands BV company. In many cases, a company bank account can be opened remotely.

VAT registration

For most businesses, VAT registration is highly recommended. With an active VAT Number, the Company does not have to charge VAT on transactions between European Member States.

Just like VAT paid on the cost of a business (rent, purchase of stocks and supplies) can be refunded by the company.

Permits for doing business in the Netherlands

Some of the company's activities require permits or licenses granted by the government or regulatory authority. In most cases, licenses can be easily arranged, with the most complex licenses being in the financial services or payments industry.

Financial licenses for payment processing companies, investment companies or financial services
Employment agencies must have a license to organize a branch
Crypto platforms may not require licensing, depending on the exact business activity
Import and export companies will require EORI Registration, this can be completed within 1-2 weeks
Local bars and hotels require a license from the local municipality to operate a business
Certain types of shops are regulated, such as convenience stores
Food and cosmetics manufacturing facilities may be licensed to comply with health and consumer protection codes
Transport companies

Netherlands "Flex BV"

Due to its popularity in other countries with limited companies, the Dutch government in 2012 decided to simplify the rules on the Dutch BV. Current BV companies are legally known as "Flex BV", for flexible.

Flex BV has the same status and features as an old regular BV company, however it is easier to form a Flex BV. For example, the required capital for a Flex BV is currently €1. Before the rules were reformed, the required capital was €18,000.

Advantages of the Netherlands BV company

Netherlands BV is a very flexible and competitive company. It has many benefits and can be used for different purposes. The most popular are:

What are the differences between Dutch BV and NV companies?

NV company has no restrictions on shares, BV shares can only be transferred by notarial deed
The share capital for NV has a minimum requirement of € 45.000, for BV it is only € 1
NV can be listed on a public stock exchange, BV is for private shareholders only.
An NV must have a board of directors and stricter requirements, a BV only needs a director and a shareholder.
NV is usually formed only by public companies.

Dutch taxation BV

The Netherlands has 100 tax treaties, more than any other country in the world. BV is considered a legal citizen in the Netherlands, however a local business address is required.

Companies registered for taxation must pay corporation tax on profits, corporation tax rates vary from 20% up to profits of 200,000 and 25% for the above amounts. The Netherlands plans to lower corporate tax rates in the coming years to attract more foreign companies.

VAT rates are 9% for the lower rate and 21% for the upper VAT rate. Prices depend on the types of activities on which VAT is charged. (VAT 9% for lower VAT rate valid from 01/01/2019)

Companies based in the Netherlands must pay taxes on their worldwide income, while non-resident companies only have to pay taxes on certain income.

Legal obligations to form a Dutch limited liability company

The publication of annual reports of a Dutch LLC is limited by several requirements. For example: notary registration document, share capital and information about directors and members of the board of directors.

The registration document contains information about internal processes and decision making. Such as duties of directors, rights and obligations of shareholders. Shareholders can vote on the appointment of the company's director(s). Larger corporations may have board members.

The majority shareholder(s) and directors register to join the company with the Chamber of Commerce and Industry.

Assistance to entrepreneurs in compliance

Intercompany Solutions specializes in helping and creating Holland BV companies for foreign entrepreneurs.
Possible services: Appointment of a corporate secretary who manages activities such as acquiring a local bank account, applying for an EORI number or maintaining company records.

The director(s) and/or board of the company are responsible for meeting tax obligations and maintaining proper records. A Netherlands BV company must file tax returns quarterly or monthly.

Annual reporting requirements for Dutch BVs

A Dutch BV is required to prepare annual financial statements for shareholders. Annual accounts must be prepared in accordance with the rules laid down in the civil code of Dutch company law.

The company must post a limited balance each year, usually through your account. Strict audit requirements are necessary for companies that have a turnover of 8,800,000 EUR per year, a balance sheet of more than 4,400,000 EUR or more than 50 employees.

Publication of the annual report must be made in the Dutch company register. This publication must be made within 13 months of the end of the year. The director(s) may be held liable for late publication.

Every year shareholders must hold a general meeting. The purpose of the meeting is to discuss the annual report and review management's performance. A meeting between private companies is usually an informal affair because the shareholders know each other well and do not see the need to keep formal notice of the meeting.

About Intercompany Solutions

Operating since 2013, our company has helped hundreds of clients from 30+ countries set up their business in the Netherlands. Our clients range from small business owners opening their first company to multinational corporations opening a subsidiary in the Netherlands.

Our experience working with international entrepreneurs has allowed us to fine-tune our processes to ensure the successful creation of your company. Customer satisfaction is guaranteed for all services we offer.

Our experience:

1. - Starting a Dutch business, the complete package;
  - Promotion of local regulations;
  - Application for issue of EORI or VAT number;
  - Accounting;
  - Opening a bank account for a foreign person;
  - Secretarial support: premium package.

Associations and memberships

We constantly improve our quality standards by providing impeccable services.

Media

Questions regarding BV registration

Can I enable BV remotely?
Yes. Foreign entrepreneurs can incorporate a Dutch limited liability company without visiting the Netherlands, this can be done by providing a power of attorney to our employees. In this case, a slightly different procedure is performed. Setting up a Dutch BV company is one of the many advantages of the Netherlands
Can anyone set up a Dutch company no matter where they are located?
Yes. The Netherlands is a country open to foreign investors. Any person of any nationality can become a shareholder of a Dutch limited company and create a Dutch BV.
Is it possible to open a Dutch bank account?
Of course, our company will guide you through opening a Dutch bank account. In many cases, a bank account can even be opened remotely!
What is the cost of setting up a bv in the Netherlands?
Depending on your requirements, registration from € 1.000 is possible. If you want to open a bank account or want help with VAT application and accounting services.
Do I need to speak this language?
No, our registration agents will carry out all procedures in English, Italian or Spanish. Dutch officials will be able to communicate in English, and often in German and French.
Can I apply to live in the Netherlands?
The first step in applying for residence as a non-EU entrepreneur is to set up a company in the Netherlands, after which an application can be made with the Dutch immigration authorities. Our consultants will be happy to introduce you to our immigration partners.
Are you helping run the current company?
0 0 Melvin van Esch https://intercompanysolutions.com/wp-content/uploads/2017/11/Logo-ICS-300x102.jpgMelvin van Esch 2017-05-19 02:27:10 2019-03-14 16:49:38 Set up a Dutch BV company | Registration services in the Netherlands

What is a trust?

"Trust" means the management of a company and the administration of the company by the trust's own staff or its director. The trust office staff consists of lawyers, tax consultants, notaries, attorneys, accountants and secretaries. The trust office receives a large amount of confidential information from its clients and hence the name "trust", "trust".

Trust offices are involved, among other things, in the implementation of client decisions, day-to-day management of the company, bookkeeping, provision of director services for various types of companies, registration and management of new companies and special purpose companies, filing of annual financial statements and the provision of other similar services.

Benefits of Using a Trust

There are the following reasons for using a trust:

tax reasons: separation of ownership and management brings tax advantages
international tax reasons: tax advantages associated with structuring international groups of companies through the use of a combination of national legislations and the use of bilateral double tax treaties
legal reasons: limiting liability and protecting assets from creditors and others
financial reasons: centralization of the company's financial departments into a single department to simplify the management and direction of cash flows in the company
labor reasons: managing the distribution of pensions between employees
family reasons: proper distribution of assets/income among family members, as well as distribution of assets among heirs to avoid unnecessary waste.

Selecting the Netherlands as jurisdiction:

The Netherlands is a legally and economically stable state with an impeccable reputation in international business. Thanks to the extensive number of agreements concluded with most countries, the Netherlands provides certainty to international entrepreneurs. Also, financial mechanisms and royalty structures favorable for holding companies make this jurisdiction attractive to foreign companies and entrepreneurs. Through the establishment of a holding company by foreign companies in the Netherlands, the latter can significantly reduce or eliminate the tax burden on dividends, royalties and interest payments at a relatively low cost of establishing and maintaining the structure.

Additionally, it is possible to negotiate tax payments with the Dutch tax authorities. For example, it is possible to obtain certainty in advance regarding the financial continuity of the price that a Dutch group company pays or receives from a foreign group company for the receipt or delivery of services or goods. It is also possible to enter into an agreement that will describe the international corporate structure, which will allow, for example, to obtain certainty on the application of the participation exception or on the exception for the payment of income tax when using a cooperative.

Tax International Treaties

The Netherlands has entered into a significant number of international treaties to prevent double taxation. Despite the fact that the Netherlands has one of the most developed networks of double tax treaties, at the moment the Dutch government continues to pursue a policy of expanding active cooperation in the field of concluding international tax treaties.

It often happens that a company operating internationally may be subject to certain taxes twice. International treaties concluded by the Netherlands contain provisions governing such situations. In the event of double taxation, the competent Dutch authority will use every effort to avoid double taxation.

Through international treaties concluded by the Netherlands, the following tax advantages can be achieved:

avoiding dual residence;
avoidance of capital gains tax in the country where the subsidiary is located when a Dutch shareholder sells shares;
reducing the tax burden on dividend payments in the country where the subsidiary is located;
reducing the tax burden on dividend payments by a Dutch holding to the country where the investor is located;
other benefits, depending on the jurisdiction.

European Union Tax Treaties

Due to the fact that the Netherlands is a member of the European Union, a holding company located in the Netherlands can benefit from the tax advantages of the European Union. Such benefits include access to European directives:

Parent-Subsidiary Directive
Merger Directive
Interest & Royalty Directive

Using, for example, the European Parent-Subsidiary Directive, Dutch companies can receive tax-free dividends from their subsidiaries in the European Union.

Basic Dutch Taxes

The main taxes payable in the Netherlands include:

Income tax: profits up to €200,000 are taxed at a rate of 20%, profits over €200,000 are taxed at a rate of 25%
Innovation Box: 5% tax on income derived from intellectual property created by a Dutch company
Dividend tax: 15% tax on dividend distributions, which can often be reduced to 0% if a double tax treaty or the European Parent-Subsidiary Directive applies
Value Added Tax: The rate on most products and services is 21%
Income tax: rate changes every year

Features of the Dutch tax system

The Dutch tax system has the following characteristics:

No tax on interest
No royalty tax
No capital tax
No stamp duty
No local income taxes
Availability of a participation exclusion regime: 100% tax exclusion on dividends and capital gains from participation
Possibility of creating financial unity
There is no difference between regular income and capital gains
Opportunity to receive a 30% tax discount for foreign workers who have specific knowledge
Possibility of agreement with tax authorities

Agreements with Tax Authorities

The Netherlands recognizes two types of arrangements with tax authorities:

Advance Tax Ruling is the opinion of the tax authority on the characteristics of certain taxes for international corporate structures, which allows one to obtain certainty regarding the possibility of obtaining an exception of participation and recognition of a permanent enterprise.

Advance Pricing Agreement is an agreement between the taxpayer and the tax authority, which allows for advance determination of the appropriate transfer pricing methods for certain transactions over a certain period of time.

Agreements with the Dutch tax authorities are legally binding and binding.

Creation of the Netherlands Holding

When creating a holding company, there will be at least 2 companies: a working company and a holding company. The work company is engaged in the execution and conclusion of contracts, hiring personnel and thus represents the main production unit. The holding is engaged in the storage of valuable assets, such as shares of the working company, profit reserves, patents and so on. It is also possible to accumulate a pension through a holding.

Thus, if the financial situation of the working company is bad or there is a threat of bankruptcy, the holding allows you to preserve valuable assets without being declared bankrupt.

Advantages of a Dutch holding

The main advantages of the Dutch holding are:

Participation exclusion - complete elimination of the tax burden on capital gains on shares and on distribution of dividends in subsidiaries
Zero tax on dividends when using a holding together with a cooperative;
Low or zero tax on profit repatriation
No tax on royalty and interest payments
Risk sharing
Favorable tax regime compared to other countries
Opportunity to negotiate with tax authorities by receiving an individual tax calculation
Financial unity
Using a holding company as a management company or real estate administrator
Tax deduction of expenses and losses
Regulation of income tax rates
No restrictions on foreign currency exchange

Participation exclusion

One of the biggest advantages of a Dutch holding company is the elimination of participation. This advantage is the exclusion from the obligation to pay corporate income tax on any profit received from investing in the share capital of another local or foreign company. Dividends and capital gains arising from such holding of shares are tax deductible, while capital losses and acquisition and disposal expenses are not deductible.

The participation exclusion applies to both participations in Dutch companies and participations in foreign companies. Because profits will not be re-taxed, foreign subsidiaries will be able to compete with local businesses on the basis of a similar financial position.

Compliance with the following conditions provides the opportunity to obtain an exclusion from participation:

1) The shareholder holds at least 5% of the nominal paid-up capital in another company 2) The principal activities of the subsidiary should not be regarded as “passive investment activities”. The existence of a passive investment activity depends on the taxpayer's objectives 3) A subsidiary cannot be a "financial investment trust"

Risk sharing

A holding structure is often used to spread risk. This is done by creating a simple structure including a holding company and an operating company. The bankruptcy of a work company does not automatically lead to the bankruptcy of the holding company. By transferring real estate and investments to a holding company, the risk of losing assets if the operating company's financial situation worsens is reduced.

If a holding exists, it is possible to maintain consolidated financial statements.

Profit reserves

A holding can be used to ensure the safety of profit reserves. If a production company suffers losses or is at the stage of bankruptcy, profit reserves will be lost. To avoid this, the profit is transferred to the holding and thus the profit will not be at risk and at the same time the financial settlement will be postponed. Reserves can be used again as capital at any time. The holding also allows you to use the funds of a working company to provide for another working company when there is a need for financing the latter.

Financial unity

Provided that the holding company holds 95% of the shares in the operating company, it is possible to create a so-called financial unity. In this case, the parent company is taxed as a group together with its subsidiaries. From an income tax perspective, this means that subsidiaries are considered to be absorbed by the parent company. Permission to create financial unity is issued by the tax office. When there are several work companies and using financial unity, it is possible to offset profits from one work company with losses from another work company. Thus, income tax is reduced.

Regulation of income tax rates

By dividing profits among several companies, you can reduce your income tax. Profits up to €200,000 are subject to income tax at 20%, while profits over €200,000 are subject to 25%.

Innovative Box

The Innovative Box regime allows you to significantly reduce the income tax rate, provided that the profit is derived from intellectual property. In accordance with this regime, income from a company’s intellectual property is taxed at a rate of 5% if income from intellectual property exceeds the costs of developing intellectual property. If income from intellectual property does not exceed the costs of developing intellectual property, then the standard income tax rate is applied. Expenses incurred when using intellectual property are equivalent to development costs. Capital gains from intangible assets are also subject to this regime.

Holding as a management company

The holding can act as a management company. This is convenient when there are several large shareholders. Each such shareholder can create his own holding company, which will act as a management company. For such activities, the holding receives compensation, which will be taxed. Subsequently, each major shareholder will be able to determine, within his own holding, the amount of wages, the payment procedure and the amount of dividends.

In order to avoid double taxation, the holding is not required to pay income tax and dividends on profits received.

Dutch financial company

The favorable tax climate of the Netherlands is used to create financial companies. The group finance company is used as an intermediary to provide loans necessary for the expansion of international companies and minimize their international tax payments.

Thus, it is possible to establish a financial company in a country with low tax on interest.

Additionally, it is possible to use a loan within the limits of participation. A participation loan is a design whereby the Dutch parent company provides a loan to a foreign subsidiary, subject to the existence of a participation. For Dutch fiscal purposes, such a loan will be regarded as a contribution to capital. As a result, interest received by the parent company on the loan will be treated as a participation dividend and loan repayment payments will be treated as a return of capital. The interest thus received will not be taxed.

Dutch Cooperative

A Dutch cooperative is recognized as a legal form by the European Parent-Subsidiary Directive, which means that the cooperative has the right to receive dividends from European subsidiaries without having to pay any taxes on dividends in the country where the subsidiary is located.

Although a cooperative is required to pay income tax, if structured correctly, a Dutch cooperative provides the opportunity to exclude tax on the profits distributed by the cooperative to its members. Additionally, the cooperative may receive the right to exclude participation.

Requirements for Dutch Companies

Dutch companies must be registered with the Dutch Chamber of Commerce, have at least one personal or corporate director and one shareholder. To have access to double tax treaties and European directives, a Dutch company must be tax resident in the Netherlands. Tax residence is determined by finding the place of effective management.

A place of effective management must meet the following requirements to be considered as such:

administration and accounting must be carried out in the Netherlands
The company's head office is located in the Netherlands
the majority of members of the board of directors must be residents of the Netherlands
board meetings are held in the Netherlands

Overview of the Partner Services of this website

The partners of this website specialize in providing trust services. They have impressive experience in providing business services, management services, fiduciary services and real estate services to international and Dutch clients.

They also provide services in the following jurisdictions:

British Virgin Islands, Great Britain, Germany, Cyprus, Curacao, Luxembourg, Malta, Netherlands, New Zealand, Singapore, USA, Switzerland.

The range of services is exceptional and includes, among others, the following services:

provision of domicile, telephone/fax, communication infrastructure
assistance in creating new companies and registering entries in the commercial register
processing of daily accounting and correspondence in conjunction with the preparation and submission of annual reports and company data
VAT and income tax refund request
provision of personal/corporate director
acting as a company representative (through power of attorney and power of attorney to sign)
opening and maintaining a bank account
provision of specialized legal and secretarial services
coordination and control of assets and real estate

This list of services is not exhaustive. According to your wishes, partners of this website can send you a complete list. In addition, they can prepare a fixed offer for you.

The information provided is current as of March 2017.

Opening a company in Holland traditionally serves as a means of tax planning for respectable international structures, primarily European ones. As you know, there are no completely tax-free or offshore companies in the Netherlands. The tax rate is the same for all companies and is 34.5%.

However, some features of the tax system of this country in certain situations make it possible to use Dutch companies to reduce the tax burden. First of all, we are talking about Dutch holdings.

Main features of tax legislation

No withholding tax on royalties.
Possibility of obtaining a preliminary opinion on a specific scheme from the tax authorities.
No withholding tax on interest.
Extensive network of double tax treaties.
Exemption from tax on income from participation in capital.
No withholding tax on dividends within the EU (if the EU Subsidiary Directive applies).

Incorporation

The notarial deed of incorporation is performed in Dutch in the presence of a Dutch notary, who can then provide the statutory documents with an English translation.

Immediately before incorporation, you must obtain a Statement of No Objection from the Ministry of Justice.

Statement of No Objection is a declaration of the Ministry of Justice, which is issued after appropriate verification of the status of the incorporators, managing director(s), ultimate beneficiary, official(s). The Ministry of Justice verifies the personal information of individuals and legal entities that will be appointed managing director(s) and/or shareholders. To do this, the Ministry of Justice will provide the necessary questionnaires, in which the following information will be required: (i) the name and addresses of the ultimate beneficiary(ies); (ii) latest financial information (if the Dutch offshore company acts as an incorporator); and (iii) a declaration from the incorporators - a document confirming that the incorporating company will not change shareholders or issue new shares within one year from the date of incorporation.

Currently, Statements of No Objection are issued by the Ministry of Justice in approximately 2 weeks. However, during the registration process, a Dutch LLC can carry out its activities provided that it adds the abbreviation “i.o.” to its name. (meaning “in oprichting”, i.e. “in the process of registration”). During the pre-incorporation period, business registration in Holland can be carried out, and the former B.V. i.o. may be registered and entered into the trade register at the Chamber of Commerce. In such a case, persons acting on behalf of the B.V.i.o. are personally liable for all actions taken during the pre-registration period while the relevant B.V.i.o. does not ratify these actions immediately after the completion of company registration in Holland.

Capital

A Dutch company (N.V. or B.V.) must have an authorized share capital divided into shares, each of which has a nominal value in Euros. Shares without par value are not permitted.

Registration of companies in Holland (B.V. or N.V.) requires that at least 20 percent of the capital must be issued and at least 25 percent of the par value of each issued share must be paid up. In accordance with the requirements of Dutch law, the minimum issued and paid-up capital in Euro must be 45,000 for N.V.

Dutch company law does not require a minimum debt to equity ratio. The identities of shareholders who have not paid for their shares in full must be indicated in the Commercial Register.

Managing or supervising directors of Dutch companies are not required to be shareholders. There is also no requirement that shareholders be Dutch residents.

Transfer of shares

Bearer shares are freely transferable upon delivery of the corresponding original share certificates. Only N.V. may issue bearer shares. Registered shares issued by N.V. are also freely transferable, subject to restrictions that may be contained in the company's articles of association.

B.V. can only issue registered shares, and the company's charter must provide for restrictions on their transfer. Such restrictions require the person transferring shares to do one of the following:

offered its shares to other shareholders (“right of first refusal”);
received preliminary consent for the transfer (assignment) of shares at the General Meeting of Shareholders, or from any other management body of the company, as specified in the charter.

Articles of Association of B.V. must state that, at the request of the seller, the sale price of the shares will be determined by one or more independent experts in the event that the seller and buyer cannot agree on the value of the shares being transferred. Transfer of registered shares in N.V. companies and B.V. requires the execution of a notarized deed of transfer by a Dutch notary.

Register of shareholders

Managing directors of the Dutch company B.V. (and N.V. if it issues registered shares) must keep a register of shareholders at the registered office of the company. The register contains the numbers of all registered shares, the names and addresses of all shareholders, the amount in which the par value of the shares has been paid, as well as details of any transfer of shares, pledge, seizure or usufruct (use of shares with subsequent extraction of income). Each shareholder, pledgor, usufruct has the right of access to the register of shareholders and the right to receive a certified extract indicating the details of the registration of his shares. Any changes or amendments made to the register of shareholders require the signature of one of the managing directors.

Control

The management of Dutch companies (N.V. or B.V.) is carried out by a Board of Managing Directors, consisting of one or more members (bestuurders), who are appointed and removed by the shareholders. From the point of view of Dutch corporate law, none of the managing directors of the Dutch company B.V. does not have to be a Dutch resident. However, for Dutch tax purposes, it is still recommended that at least half of the appointed directors be resident in the Netherlands.

Why you should contact us

Opening a company in the Netherlands may require extra effort if you are not a native speaker and do not know the language. This, of course, should not hinder the expansion of opportunities for opening a company in Holland. Our firm offers you the assistance you need to open and run a business.

We have helped many foreigners successfully complete the procedure for opening a company in Holland. We ensure that company formation is carried out in accordance with local regulations. Whenever possible, we help and try to obtain appropriate subsidies and permits.

Are you unsure of the legal form that best suits your company? If you want to open a company in the Netherlands, we can help you by explaining the relevant obligations and taxes levied for different entities.

Open a Dutch company as a foreigner

The Netherlands is open to entrepreneurs from all over the world starting a business as a foreign person. For hundreds of years, our country's prosperity has depended on international business. This is why, in addition to Dutch speakers, all local residents speak English.

You are not required to come to the country to start a business in the Netherlands as a foreigner. The procedure is surprisingly simple.

All you need to do is complete a short checklist, send us a copy of your identity document and proof of your permanent address. We will cover all other details necessary to open your company in the Netherlands as a foreign entity.

In addition, we provide the following services related to opening a Dutch company as a foreigner:

Open a bank account for a company (remotely)
Obtaining a value added tax number
Secretarial services
Accounting services
Tax services

Why choose the Netherlands?

Independent businesses represent the backbone of the country's economy: numerous owners of small and medium-sized companies, called "Midden en Klein bedrijf" (MKB-ers), choose to open a company in the Netherlands.

In the EU and international institutions such as the UN, WTO and World Bank, such enterprises are classified as Small and Medium Enterprises/Enterprises (SME/SMB). This term is usually abbreviated as SME. These businesses are easy to open in Holland.

The Netherlands values the economic contribution of entrepreneurs and supports business owners when opening a company in the Netherlands. In 1996, the Dutch Ministry of Economic Affairs (Ministry van Ekonomiches Zaken) took steps to help SMEs enter the export market. The country offers favorable conditions for small companies. Please explore our website and feel free to contact us for more information.

What kind of company should I form in the Netherlands?

Most foreign entrepreneurs start a Dutch BV in the Netherlands. The reason for this is that a Dutch BV does not require you to be a resident of the Netherlands to form a company. And the Dutch BV is limited, so if the company goes bankrupt you have no personal liability.

The types of companies in the Netherlands consist of:

Private limited company - Dutch BV (Ltd or Inc)
Public limited company - Dutch BV (plc or Corp)
Foundations (Stichting)
Private company as individual employee (Eenmanszaak)
Private partnerships
Cooperation and unification

Business registration KvK (Chamber of Commerce)

All companies established in the Netherlands must be registered in . With a Dutch BV the procedure is as follows;

You prepare the appropriate documentation to send to your incorporated agent.
Your incorporation agent reviews the documents and checks for the presence of the company name
Your incorporation agent will send the documents to a specialized notary
The notary public includes your Dutch BV
Public notary publishes deeds in the Chamber of Commerce and Industry
Your company will have a KvK number and can be found in the trade register
You or your incorporation agent apply for a Dutch business bank account
You pay share capital at the expense of the company
The company is fully formed and your accountant or registration agent can apply for a VAT number

Income tax in the Netherlands

It is always recommended that your company is registered with the Dutch tax authority. The Netherlands has one of the lowest corporate tax rates in Europe at a basic rate of 20% (up to EUR 200,000 profits and 25% at higher rates). The tax rate will decrease in the coming years.

You can also deduct expenses related to your work, such as transportation, office, accounting, marketing, sales, personnel... etc. Corporation tax only needs to be paid on profits. Thus, the amount remaining after turnover minus the cost.

Example:
Imagine a company with the following result in a year.
Turnover EUR 100,000 per year
Cost EUR - 90,000
EUR 10,000 profit, corporate tax of 20% must be paid on this profit

General corporate tax: EUR 2.000 (20% of 10.000)

VAT (BTW)
Most businesses will have to charge VAT (value added tax) on all services or products they sell in the Netherlands. Businesses collect this 21% on top of their sales prices and will be paid to the tax office quarterly. VAT is not mandatory for business owners, only for consumers. Business owners only charge tax.

You can claim back the VAT you paid on the investment and the value of your company.

The main VAT rate is 21%, the lower VAT rate will be 9% from January 1, 2019. And for certain services a 0% VAT rate applies. For imports and exports or transactions between EU countries, a reverse rate of 0% applies.

How does the VAT system work?

When you bill your clients for services or products, you need to add 21% vat on top of the fee. The additional amount must be reserved by you, since you are required to pay this VAT to the tax office quarterly.

Your accountant will calculate VAT every quarter and you will remit the amount of VAT you have collected.
You can deduct VAT you have already paid when you buy services, pay rent or buy equipment for your company
You must submit and pay quarterly VAT on time

Payroll tax
A company with employees must deduct payroll taxes from employees' wages. The employer keeps these funds separately and sends them to the tax authorities every month.

Business management

In the Netherlands, you can keep your accounting records on paper or digitally. Records must be kept for 5 to 7 years. Your financial accounting includes

Invoices sent by you
Invoices you have received
Bank statements
Agreements and contracts
Receipts of small expenses

Your accountant will process these transactions and prepare your quarterly tax filings, your annual company tax return, and your annual report.

The annual report will be sent by the accountant to the Chamber of Commerce and Industry, where the numbers will be published in the company register.

Work permit and visa
You don't need local residency to get started in the Netherlands. However, if you want to work in the Netherlands, you will need a valid work visa. All citizens from Europe and most of Europe can live and work in the Netherlands. There are no borders between European Schengen countries.

If you are outside the EU or EEA, you will need to apply for a residence permit or possibly a work permit.

Self visa
The Netherlands has a special visa program for self-employed people. This visa application has a points system in which a minimum number of points is required to obtain a residence permit.

The most important criteria for individual work are

Higher education (bachelor's level or higher) for the main applicant or his/her life partner.
Experience of either the main applicant or his/her life partner (Entrepreneurship, work experience)
The company must be in the interests of the Netherlands.
Do you have an active Dutch company BV
You will receive sufficient income
A very thorough business plan. A business plan specialist can help you with your business plan. Turkish citizens or long-term residents of another European country have a simplified procedure, they do not need to score points.

Special rules apply to Americans and Japanese citizens who have signed friendship treaties with the Netherlands.

The IND application fee is approximately €1,300. This does not include legal fees and business plan fees.

Economy of the Netherlands

The Netherlands has a very long history as a trading nation and a very stable economy. The main industry in the Netherlands is the food industry. The Netherlands also has large financial, import and export, logistics, oil and gas, mechanical engineering, electrical and chemical industries.

In recent decades, many foreign traders have opened a company in the Netherlands, which has contributed to economic growth. Many of the foreign traders are trading or manufacturing businesses.

The Netherlands was awarded 3rd place as the "Best Country for Business 2018" by the Forbes Index. High personal freedom, a focus on innovation, clear legislation and the absence of corruption contribute to success. The Netherlands is a founding member of the European Union and its main currency is the euro.

The Port of Rotterdam is considered the gateway to Europe, as most international maritime trade between Europe and other major ports passes through Rotterdam. The Dutch trading mentality means they are excellent at English. And you could easily run a business without speaking a word of Dutch. This positions the Netherlands as an excellent jurisdiction for European markets.

Frequently asked questions about opening a Dutch company

Can I, as a foreigner, start a company in the Netherlands?
Yes, foreign citizens can register a company in the Netherlands.
Does the company need to be based in the Netherlands?
Yes, a Dutch company must have an official registered address in the Netherlands. However, you can open a Dutch company as a subsidiary of a foreign holding company.

What type of company do I need?
90% of all foreign businessmen start a Dutch BV in the Netherlands. This is in almost all cases the best type of company.

How much do you need to contribute to the company?
The minimum share capital is €1 (100 shares €0.01). This is the total amount for the share capital of the BV.

In the past I believe that the share capital of the Dutch BV was € 18.000?
That's right, the Netherlands changed this requirement in 2012 to make it easier for foreign entrepreneurs to open a company in the Netherlands

Why use ICS to incorporate a Dutch company?

advantages

Free initial consultation
We included and helped 100 companies
We provide all the services you need to get started in the Netherlands, from company formation to bank account opening, secretarial services, wat application and accounting
We take care of the entire procedure from start to finish, you don't need to worry about turning on
We have local know-how and skills

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