Netherland Company Registry

Netherlands Country Overview

Official name

Kingdom of the Netherlands

Location

Northwestern Europe

Capital

Amsterdam

Population

17,151,228

Official language

Dutch

Currency

Euro

Government

Unitary parliamentary constitutional monarchy

Gross domestic product

(GDP) 2019

$914 billion (17th)

Company Registration

Want to start a business in the Netherlands?

 

Have you been thinking about setting up a business overseas? Do you considering the Netherlands as a potential option?

You are definitely not the first person to come up with this idea. Because it would be a smart decision! The Dutch offer a multitude of benefits for aspiring foreign entrepreneurs. This, in turn, leads to a continuously growing amount of foreigners wanting to invest in the Netherlands. Or start their business here.


Why Netherlands?

Here are some reasons why you should definitely think about it:

 

Ten plus one reasons to start a business in Netherlands:

    1. Most of the people in Netherlands knows English, thus you do not have any problem in communication, and You do not have to translate your contracts in Dutch for them to be legally binding.
    2. Netherlands has one of the lowest tax rates in Europe
    3. There is also no value added tax (VAT) for transactions between member states of the EU
    4. Dutch companies have an amazing and well-known reputation in global e-commerce
    5. The Netherlands have a highly educated labor force (third in the global top for education level)
    6. Netherlands offers an outstanding and innovative international business atmosphere.
    7. The country welcomes foreign entrepreneurs and investors by offering a very stable legal and political climate as well as superb international relations.
    8. Setting up a Company in Netherlands is easy,  With our group help Solutions, you can register your company within a few days.
    9. The Dutch are strong and really successful in many different sectors
    10. Dutch companies are world-famous for their innovative, pioneering and efficient solutions and ideas
    11. Netherlands ranked 3rd in the world for business and also 5th most competitive and innovative country in the world.

One of the main benefits of becoming a company owner in the Netherlands is the multitude of sectors the Dutch are really successful in. The Netherlands offers very favorable prospects to either start a business, or invest in an already existing company. Dutch companies are world-famous for their innovative, pioneering and efficient solutions and ideas. Certain industries stand out in this regard from others, like Information & Technology, Logistics, the Health sector, the Creative & Arts sector, Renewable & Offshore Energy, High-Tech Systems & Innovations, Agriculture and the Pharmaceutical and Chemical sector.

It’s no surprise that Holland was ranked the 3rd best country for business this year by none other than Forbes Magazine. The World Economic Forum ranked the Netherlands the 5th most competitive and innovative country in the world. Still not convinced?


Financial and economic opportunities

When considering Holland for your start-up, you are basically also considering the whole European Union. The Netherlands is part of the EU and this provides you with endless possibilities and opportunities:

  • The Netherlands is a stable core member of the EU, which will make your company look solid and dependable too
  • The European Single Market allows you to freely import and export services and goods throughout the EU
  • The Dutch are famous for their international trade skills and their accessibility to huge international markets, which of course will become available to you too
  • The costs for starting new business in the Netherlands are relatively low when compared to neighbors.
  • The Netherlands are currently holding the 20th position of largest economy in the world. Not bad for one of the smallest countries on the planet!


Comparing the Netherlands and neighboring countries in tax rates

the tax rates in Netherlands are very favorable as well. It’s no secret that this country loved by an infinite amount of wealthy investors due to the mild tax rates. Combine that with the innovative atmosphere and logistical power and you have a golden combination. Just take a look at the tax rates of some neighboring countries:

France 33,33-36,6%
Germany 23-33%
Luxembourg 29-30%
Belgium 29%
Netherlands       20-25%


But there is more positive news coming: by 2021 the tax rates for profits under 200.000 euros will be reduced from the current 20% to a mere 16%. Profits over 200.000 euros are currently taxed at 25%, but this number will be reduced to 21%. The government aims to attract even more foreign investors this way, by providing a strong investment climate. This makes right now probably the ideal time to start a business in the Netherlands!


Who can start a business in the Netherlands?

In general, everyone can start a Dutch business. Any persons from any country may start a business company in the Netherlands, it does not matter from which country you are.

 

Legal business forms in the Netherlands

When you decide to start a business in the Netherlands, you will be presented with a vast array of legal entities to choose from. There are mainly two categories: unincorporated business structures and incorporated business structures.

An owner of an unincorporated business structure will be held privately accountable for any debts created with the business, whereas an incorporated business structure provides a separation between private and business assets. This is also one of the main reasons most foreign entrepreneurs choose to start a Dutch private limited company (BV), because of the benefits it offers.

Types of unincorporated business structures

Types of incorporated business structures

  • Besloten vennootschap or BV: Private limited company (ltd. and Inc.)
  • Naamloze vennootschap or NV: Public limited company (plc. and Corp.)
  • Coöperatie en onderlinge waarborgmaatschappij: Cooperative and mutual insurance society
  • Stichting: Foundation
  • Vereniging: Association

 Which company form will you choose in the Netherlands?

In general if you manage to make a lot of money in a short time, the benefits of a private limited company can prove very advantageous. almost all foreign entrepreneurs and investors will choose the private limited company from the start because of the benefits for them.

Characteristics of all Dutch legal company forms

It can be a bit tricky to choose from all the specific business types in the Netherlands. In general most foreign investors and entrepreneurs choose the private liability company and/or a BV holding structure due to the largest amount of financial benefits and its limited private liability. Nonetheless, to help you choose we have compiled an extensive list of all the possible company legal forms. This way you can compare all the characteristics in your own time and make an informed decision.

Sole trader / Single person business

The single person business is also known as the sole proprietorship. This is a very good choice for Dutch entrepreneurs who have only local activities and already poses a BSN number. Or maybe you don’t have the need for investors as you don’t have many investments to start with. Then this legal form might be for you, as it also provides some nice tax breaks in the first few years. The only downside is that you will be privately held accountable for any business debts, since there is no separation between private and business assets. If you so choose, you are able to employ personnel. That, and certain tax breaks are the reason many entrepreneurs opt for a limited company.

The private limited company does have downsides, it is not able to be opened or operated by a non-resident.

Foreign entrepreneurs mostly opt for a limited company since the Dutch limited does not have any restrictions on foreign residents as owner or director.

General partnership

A general partnership consists of two or more partners doing business together. Each partner contributes to the general partnership, be it in capital, labor, knowledge or assets. All partners work together towards a mutual goal. The partners are each privately responsible for any debts, made by themselves but by other partners as well. The profits are also shared between all partners. It’s not an obligation to create and sign a contract between partners, but to avoid any misunderstandings it is very much advised. Especially considering the joint private responsibility for all liabilities we already mentioned.

Commercial/Professional partnership

The commercial partnership is a fitting legal entity for practicing professionals who work together, like therapists or accountants. All partners are privately responsible for all liabilities. This business structure allows multiple partners to join forces within a certain profession, which can be beneficial for the clients due to a shared knowledgebase. The partners are considered equal and all profits are shared amongst partners. Partners are not allowed to make commitments or act on behalf of other partners. Like in the general partnership, it is highly advised to sign a mutual contract between all partners to avoid problems in the future.

Limited partnership

The limited partnership is very similar to the general partnership. However, the partners are not exactly as equal. Within a limited partnership there is generally one managing partner who runs all daily operations, and a silent (limited) partner who acts mostly as a financial provider. This is why a lot of starting business owners choose this company form when they are short on capital: the investor becomes a partner simply by providing financial assets and advising the managing partner on various financial affairs. The managing partner is solely liable for all business debts. To avoid future misunderstandings it is very much advisable to set up a contract between the managing partner and the silent partner(s), but this is not compulsory.

Private Limited Company

The private limited company is the most chosen incorporated business form in the Netherlands. Not just by Dutch entrepreneurs but by foreign investors as well. Since 2012 the flex-BV has been introduced, which meant the previous minimum share capital of 18.000 euros was eliminated. Nowadays everyone can start up a private limited company with as little as 1 eurocent.

When you start a private limited company, you are entitled to a board of directors and corporate shareholders. You can choose to set up a private limited company on your own, or with partners. In that case the ownership of the company is distributed into shares. All shareholders together have the power to make decisions for the company. But the general management is usually in the hands of the (board of) directors. It is possible to be both a shareholder and a director. In that case you are considered to be an employee who acts on behalf of the company.

Private limited company in formation

Establishing a private limited company can take a little bit of time, since you also have to go to the notary. This is why you can set up a private limited company in formation. This status will allow you to sign contracts, trade and make business agreements for example. One thing you should be mindful of, is the fact that during this phase you are personally accountable for any debts you might make.

Public Limited Company

A public limited company is very similar to a private limited company. The big difference is the fact that the shares of a public limited company can be traded on the stock market. A public limited company is very fitting for large businesses, but requires a minimum share capital of 45.000 euros. So you will need a little bit of money to start this company form. Like a private limited company, this legal entity also has a board of directors and shareholders.

Cooperative/Mutual insurance society

A cooperative is basically a collective of professionals who all strive for the benefit of all. Think of examples like farmers, journalists, artists and such. These individuals work together and combine their resources in order to reach that mutual goal. Members of a cooperative can work together, but also independently. There is a general meeting of members that acts as management, as well as an appointed board. Both profits and costs are divided between all members. A mutual insurance society is also a form of a cooperative.

Foundation

A foundation is a rather versatile entity, which can be used in various ways. Such as a commercial entity, an entity for family funds or a holding structure. A foundation can have shares, own real estate and also earn profits but only under specific regulations. It is also possible for a foundation to sometimes be exempt from taxes, accounting and reporting requirements, but the conditions linked to such options are very strict. The main aim of a foundation is generally to benefit a specific cause that the foundation stands for. If a foundation is founded at a notary, it will be limited in liability.

Association

The association is mostly used in the case of two or more persons with a common aim. Think of shop owners in a certain district, or home owners in the same street. The main goal of the association is the attainment of shared goals, as well as maintenance of shared real estate. An association has an appointed committee next to its general members. This committee includes a chair, treasurer and a secretary. In general there are two types of associations in the Netherlands: associations with full legal capacity and with limited legal capacity.

Which company form will you choose in the Netherlands?

Starters are often a bit in doubt about which legal entity will suit their needs best. The choice will mostly be between a private or public limited company. In general if you manage to make a lot of money in a short time, the benefits of a private limited company can prove very advantageous. Not only fiscally speaking, but the Dutch BV is most practical for foreign entrepreneurs. As the company may be owned by any foreign resident.

This is exactly why almost all foreign entrepreneurs and investors will choose the private limited company from the start. The tax rates are lower for a private limited company. This makes it more suitable for companies with a higher turnover and/or investments. Additional benefits of a private limited company include (but are most certainly not limited to):

Limited liability

As a shareholder you will never be personally held accountable for any business debts. All risks are linked (and thus limited) to business investments. So your private funds are in general safe.

Minimum share capital has been reduced to almost nothing

Before October 2012 the minimum share capital for establishing a private limited company used to be 18.000 euros. Since this date the amount has been reduced to a mere 1 euro cent, which opened doors for many more entrepreneurs to invest in this company form.

Subsidies and premiums for innovation

It is possible to apply for a wide variety of premiums and subsidies when owning a private limited company in the Netherlands. Entrepreneurial subsidies include for example the Innovation Box instrument and WBSO (R&D tax credit).

Benefits of a holding structure in the Netherlands

When you establish a holding structure, you reduce two unwanted factors: risks and taxes. Risk is reduced because you add an extra layer of protection between your business activities and you as a business owner. You can structure your private limited company in a way that it protects your capital. Profits and pension provisions you accumulate over the years are protected from business related risks this way. In terms of reduced taxes, you can profit from some nifty tax advantages like the participation exemption. This will allow you as an owner to sell your company without having to pay profit tax. How? By simply transferring the profits to the holding company.

A holding structure is advisable for people who:

will very likely sell their company one day, due to the above mentioned participation exemption

need risk protection for their capital

desire to start a fiscally flexible Dutch business.

The procedure of starting a Dutch company

If you want to start a company in the Netherlands, it is not mandatory anymore to physically travel here. You and potential other shareholders can authorize us to act on your behalf. Other extra actions, like opening a bank account, may also be done remotely. The entire procedure can be completed in a very small timeframe if you so wish: only 48 hours. This can only be achieved when all your documentation is complete and correct though. By far the largest amount of time is spent on the necessary verification of all documents, so please make sure you checked these well. When we have received all the forms, this is how we proceed:

Step 1

The identity of all the people involved and the accompanying documents are all checked. We also check the availability of your preferred company name.

Step 2

We prepare all the documents for the formation of a business, which will then be sent back to you and possible shareholders to sign. After you place a legalized signature, you send all documents back to us.

Step 3

When we receive the signed documents, we will start the registration procedure. A notary will sign the deed of incorporation and submit the deed of formation to the Dutch Chamber of Commerce. You will receive your registration number, which is basically the identification number of your company. At this point, your company officially exists!

The Chamber of Commerce provides us (or you, if you are physically present) with a corporate extract. You will also receive your VAT number. After all this, you can basically start doing business. We advise to immediately take care of all other necessities as well at this point, like opening a bank account and finding a suitable accountant. You will need an accountant for your tax filings and the annual statement which is published every year at the Chamber of Commerce.

Dutch VAT

Apart from certain pre-defined exemptions, all Dutch businesses are obligated to charge VAT on their products and/or services. In most cases, this is the standard rate of 21%. In other cases a lower rate might be applicable. You can find a list of all exemptions on the website of the Dutch tax authorities (Belastingdienst). This tax is collected via the VAT declaration you hand in on a quarterly basis.

The Dutch VAT rates:

  • 21% is the standard VAT rate
  • 9% is a special lower VAT rate (per 1 January 2019 the lower rate has changed from 6% to 9%)
  • 0% is a VAT tax exempt rate
  • 0% is also used for transactions between all EU member countries, the client instead pays the applicable VAT to the tax authority of the client’s country

The VAT you pay can be deducted from most business expenses. Think office supplies, travel costs but also larger things like electronics and company vehicles. There is also a VAT tax break for small business owners: if you collect less than 1.883 euros in VAT per year, you don’t have to pay this VAT to the tax authorities. Last but not least: always remember to submit your quarterly VAT declaration on time. If you don’t, you will be fined.

Dutch income tax

Every business owner needs to submit their yearly income tax return, just like every employee. For business owners this can prove to be a little tricky, since there are loads of forms you need to fill out and every detail must be exactly right. Especially if you want to profit from certain tax breaks and benefits. We always advise foreign investors and entrepreneurs to hire a good accountant, so you don’t have to worry about your financial and fiscal administration.

Dutch corporation tax

If you are the owner of a public or private limited company, you will need to pay corporation tax every year. Sometimes associations or foundations also have to pay corporation tax under certain conditions. As mentioned previously, the current corporation tax rates are 20% for all profits below 200.000 euros and 25% for all sums above this figure. But from 2021 these percentages will be lowered to respectively 16% and 21%. The Dutch government hopes to attract more foreign investors this way. These conditions apply to both public and private limited companies.

Dutch payroll tax

If you plan to hire employees for your business, you will also need to take into account that you will have to deduct payroll taxes from their salaries. Payroll taxes include several separate sums, such as pension premiums, the contribution for insurance and wage tax.

Establishment of subsidiaries or branches in the Netherlands

International companies need to choose the appropriate business form when opening a branch in the Netherlands and we will be able to guide you through this process. Our legal services are aimed at assisting the entrepreneur with the setting up of Dutch legal entities with or without the legal personality. If you are unsure about which type of business you would like to start, we can assist you with the advantages of each before you make your choice.

Special permits or licenses for company activities

Certain business fields might require you to have a special permit in order to conduct business in the country. We will be able to assist you in obtaining such a permit or license and our attorneys will be able to give you more information about different business types that operate in the country. These permits are often necessary when it comes to employment, financial activities and permission from local authorities.

Mergers and acquisitions in Holland

We are able to assist you with any type of merger or acquisition that you are interested in making, as well as advice regarding them. Our team has the full knowledge and skills to help you purchase shares in existing Dutch companies and give more information about corporate restructuring in the Dutch market. If you are interested in taking over an already established business, we will also be able to assist you in this and help you with the necessary paperwork.

Liquidation, dissolution, and restructuring of Dutch companies

Financial difficulty is always a morose idea, but the truth is that you need to seek advice when you find yourself in such a position. Our Dutch lawyers handle liquidation and dissolution cases with the utmost professionalism and discretion. We are able to give you advice regarding the path forward in terms of recovery and restructuring, and we will assist you with the necessary bankruptcy procedures.

Immigration

Title Element

Consultation

Our business set up services include investment, company formation and registration services, taxation, accounting & bookkeeping, audit , assurance, legal (Includes Intellectual property law) and branding consultation and  also services for immigration. You will have all information that needs in this way.

At Business Setup Worldwide, we have an experienced team of professionals, specialized in advising the right kind of business setup considering the need. Our consultants design specific services which help business owners to start a business in a cost effective manner in your desired location.our consultants in worldwide at your service to guide you.

Investment

Netherlands Company Shareholders:

VAT/TVA Registration:

Ready Made Companies:

Requirements for registering a branch in Netherlands:

F.A.Q.

How long does the company registration in France take?

There isn’t a standard timeframe for the registration process of a company.

Is it hard to open a company in France as a foreigner?

There are no specific requirements related to the nationality or residency of company directors in France.

Can I open a bank account remotely for my company in France?

The bank opening process in France requires the presence of a company representative, so your presence will be required.

Can I benefit from France’s double tax agreements in order to reduce my taxes?

You can benefit from these agreements as long as France has signed such a treaty with your home country; however, France offers many tax deductions and exemptions to foreign investors.

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