Company Registration in Netherlands

Company Registration in the Netherlands

The Netherlands, a country in northwestern Europe, is known for a flat landscape of canals, tulip fields, windmills, and cycling routes. Amsterdam, the capital, is home to the Rijksmuseum, Van Gogh Museum, and the house where Jewish diarist Anne Frank hid during WWII. Canalside mansions and a trove of works from artists including Rembrandt and Vermeer remain from the city's 17th-century "Golden Age."

The Netherlands has been a parliamentary constitutional monarchy with a unitary structure since 1848. The country has a tradition of pillarization and a long record of social tolerance, having legalized abortion, prostitution, and human euthanasia, along with maintaining a liberal drug policy. The Netherlands abolished the death penalty in Civil Law in 1870, though it was not completely removed until a new constitution was approved in 1983. The Netherlands ranks among the highest in international indexes of press freedom, economic freedom, human development, and quality of life, as well as happiness. In 2020, it ranked eighth on the human development index and fifth on the 2021 World Happiness Index.

 

How to open a business in the Netherlands according to your origin state? 

 There are different regulations related to starting a business in the Netherlands by citizens from the EU, European Economic Area (EEA), and Switzerland and for non-EU citizens. The businessmen from the EU, EEA, and Switzerland have the same rights as the Dutch ones and they are not required to obtain a residence permit or a work permit. This rule applies to citizens from Belgium, Bulgaria, Cyprus, Denmark, Germany, Estonia, Finland, France, Greece, Hungary, Ireland, Iceland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Norway, Malta, Austria, Poland, Portugal, Romania, Slovenia, Slovakia, Spain, the Czech Republic, the United Kingdom, Sweden, and Switzerland. The citizens of these states will receive a personal registration number (BSN) after their registration with the local municipality. BSN is their social security and tax number for the Netherlands.

 The non-EU citizens (except EEA and Swiss ones) who are interested in starting a business in the Netherlands will need to observe the local immigrations laws and they are required to obtain a residence and a work permit. The citizens from America and Japan will follow a less strict procedure related to the type of business they are allowed to open in the Netherlands.

 

Permanent establishment in the Netherlands

If you are a foreign company with a Dutch branch, this is called having a permanent establishment. You must register with the Handelsregister, the Dutch Commercial Register. The KVK will automatically pass on your details to the Dutch Tax and Customs Administration

The forms you need to use, are:

• Registration non-legal entity company (form 6)
• Registration official of a legal entity (form 11)
• Registration authorized representative business agent (form 13)

You can use the English forms as an example, but be sure to submit (and sign) the Dutch-language forms. You must also submit the following documents (in Dutch, English, German or French):

• Proof of company registration from the country where it was founded (not older than 1 month)
• Certified copy of the Memorandum of Association
• Certified copy of the Articles of Association
• Certificate of incumbency, which clearly shows the appointed Board of Directors

 

Non-permanent establishment in the Netherlands

If your foreign company does not have a permanent establishment in the Netherlands, you do not have to register with the Dutch Commercial Register. If you are liable to pay VAT, you do need to register with the Dutch Tax and Customs Administration.

Perhaps you have Dutch customers who ask for a KVK number. You may register in the Dutch Commercial Register voluntarily, to comply with your customer's wishes. If you do, you must follow the registration steps described under Permanent establishment in the Netherlands.

 

What kind of companies is available for company formation in the Netherlands?

There are different types of entities you can open in the Netherlands, according to the type of business you will perform. The main types of entities are incorporated business structures for businessmen who have separate business and personal assets and who are protected from their business debts and unincorporated ones for entrepreneurs who are responsible for their incomes and debts as there is no legal delimitation between their personal and their business assets. 

 

1. The Dutch BV (limited liability company)

This kind of company can be registered if you are interested in starting a business in the Netherlands, with a minimum share capital of 1 EUR, according to the recently amended Company Law. There are a series of requirements related to the Board of Directors and local company headquarters, both being required for what the local regulations describe as “substance”, and our company is able to provide all required services. Foreign businessmen registering the Dutch BV as a holding company can benefit from assistance offered by a trustworthy company that can provide corporate secretary service. They can get these services through CompanyFormationNetherlands.com.

2. The General Partnership.

This kind of business is for companies with two or more partners united under the same name and having the same economic objectives, with unlimited liability on the firm’s debts. They share the profits among them and they don’t have to present a minimum share capital, like for Dutch BV. The personal assets of each general member of the partnership can be taken by the creditors if there are debts that can’t be covered by the company funds.

3. Dutch Limited Partnership. 

To register another form of partnership, the Dutch Limited Partnership is necessary at least two partners - one general who has unlimited liabilities and takes the management decisions - and silent one who must deliver the capital to the firm and has his liability limited to his contribution.   

4. Professional Partnership 

is formed by two partners, at least, who are responsible for their claims. This kind of business is preferred for practicing a profession and not for business. 

5. Public Liability Company. 

This form of business is proper for large investments and it needs a share capital of 45,000 EUR. The general meeting of shareholders is in charge of management decisions. The board of managers will be responsible for daily decisions.  

6. Branches/Subsidiaries of foreign companies.

The main difference between these two business forms is the degree of independence of the local branch or subsidiary related to the parent company.

 

Depending on the type of economic activities you will perform, you may need certain permits and licenses and if your business will have an impact on the environment, you should send a notification to your municipality.  Another notification to the same institution is required in case you occupy a business property and you need to take measures to ensure fire safety. We can also help you open a foundation.

 

What is the procedure for company formation in the Netherlands? 

Foreign enterprises who want to open companies in the Netherlands must follow a specific procedure which will imply the following steps:

1.  proposing three company names, out of which one will be selected and reserved as a trading name for the Dutch company;
2.  drafting and notarizing the incorporation documents of the new company (if any documents need to be translated, these must be notarized too);
3.  submitting the documentation with the Dutch Companies Register and registering for taxation and VAT purposes;
4.  registering for employment and social security purposes, including with the pension fund with the same tax authorities;
5. applying for the necessary business licenses with the authorities in the industry in which the company will activate.

 

 

 Your company needs a Dutch address

To register your company in the Dutch Commercial Register, you need to have a Dutch address. This can be your own address or a so-called zakenadres, for instance, your accountant's address. Ask for a signed statement that they allow you to use their address as a business address. If you plan on establishing your company in the Netherlands, find business premises before you register at KVK.

There is an exception to the rule that you need a Dutch address. It applies to entrepreneurs who live abroad in the border region and can prove they perform business activities in the Netherlands on a structural basis. For instance, as a market vendor. They can register using their foreign address.

 

Choose a trading name for your Dutch business

The first step in your company registration process is finding a suitable trade name. Your Dutch business needs a company name when you register with the Netherlands Chamber of Commerce KVK. A good company name:

• doesn’t create a wrong impression;
• is not a brand name used by another company;
• does not sound or look too much like that of another business;
• does not contain special characters ( ) ? ! * # /.

 

Company formation costs

 Foreign enterprises registering companies in the Netherlands will usually consider the costs associated with it. The following costs must be considered upon starting a business in the Netherlands:

1. the company incorporation fee imposed by the Companies Register in the Netherlands is approximately 50 EUR;
2. the virtual office cost is approximately 75 EUR per month and it depends on the services requested by the client;
3. the share capital: there is no minimum amount of money required to be deposited at the registration of the company, therefore the amount must be calculated by the businessperson;
4. the company formation cost if you decide to work with our Dutch specialists starts at around 1,500 EUR in order for you to have a fully operational business;
5. the accounting services fees - you can benefit from our accounting services starting with a monthly fee of approximately 90 EUR.

Tax incentives for those who open a business in the Netherlands

The Netherlands is an attractive location to open a business also because of the incentives available to companies, most importantly in research and development. The Innovation Box is a regime that allows the taxpayer to choose a lower tax rate on taxable profits derived from intangible assets. The regime is subject to certain criteria and it applies in general to profits derived from innovative activities, thus the name.

Companies that make an investment in new energy-efficient assets can benefit from an additional deduction when the investment exceeds 2,500 euros and the said investment meets certain energy requirements. A similar reduction can also apply to investments made in assets that help improve the environment.

 

Frequently asked questions

 

1. Do I need a residence permit if I’m not an EU citizen? Yes, non-EU citizens (except the ones from EEA and Switzerland) will need a residence permit and a work permit for performing economic activities in the Netherlands.

 

2. How long does it take to register a company in the Netherlands? The registration will take just a few days after you send all the necessary documents required by the Dutch authorities. 

 

3. Can I avoid double taxation as a foreign investor in the Netherlands? Yes, if your country of origin has signed a double tax treaty with the Netherlands. Our company formation agents can offer you more details and help you with assistance related to taxation matters in Holland.

 

4. Can I receive incentives for my business from the Dutch authorities? Yes, you can receive it and you need to contact the Netherlands Foreign Investment Agency in order to find out details about them.

 

5. Can I receive a startup visa for entrepreneurs? Yes, it is possible, as the Dutch authorities offer a resident permit that is valid for one year for international entrepreneurs who want to start a business in the Netherlands, in certain conditions. 

 

6. What are the main taxes I should pay if I have a business in the Netherlands?  The main taxes for business owners are the following: VAT, income tax, payroll tax (if you have employees), corporation tax (for incorporated businesses).