Start a Dutch NV
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Are you planning to start a public limited company, which allows you to easily transfer shares to new shareholders? Then you might be looking for the Dutch NV (Naamloze Vennootschap).
The Dutch N.V. (public limited) is similar to the Dutch B.V. (private limited) because the company’s capital is also paid up and owned by shareholders.
However, the company’s shares are not registered to certain owners, so that they may be traded on the public stock market. The phrase literally means “nameless partnership” or “anonymous venture” and comes from the fact that the shareholders are not directly known. This is in contrast to the Dutch B.V. Moreover, the minimum start capital for the Dutch N.V. is much higher, namely €45.000 EUR. The shareholders are not personally liable for the liabilities of the firm.
The highest power lies with these shareholders. This means that they have the right to make decisions about the company. They can also appoint and dismiss the board. The shares can be resold.
The directors provide the daily management of the company. An N.V. usually also has a supervisory board, which supervises the management (two-tier board). In other cases, the supervisors are part of the board (one-tier board).
No local director or shareholder is required to incorporate the N.V.
The N.V. can issue a variety of share classes
The main advantage of the Dutch N.V. is that it enables you to trade your shares on the stock market. Secondly, this type of corporate entity enables the shareholder to remain unknown to the public.
The Dutch N.V has a much better reputation than the B.V as it is considered a ‘large’ company
Bearer shares are officially no longer possible, and each owner of a share must be known. The Netherlands is planning to introduce an Ultimate Beneficial Owner-register.
How to incorporate a Dutch N.V.
The formation process of the Dutch NV is very similar to the Dutch BV. The main difference is the capital deposit requirement, and the typical restrictions (for the BV) concerning the free transfer of shares in the formation deed.
As is the case for the BV, you need to contact a notary in order to register a Dutch NV.
The notary draws up the notarial deed containing the articles of association. The notary then usually arranges the registration of your public limited company in the Trade Register of the Chamber of Commerce.
All directors are registered in the Trade Register. Until this is done, you are personally liable. In addition, you must deposit at least € 45,000 into the company as starting capital.
Finding a Dutch notary to register your Dutch NV
House of Companies has the policy not to refer to any specific notaries, or other third parties that can assist with company formations. In this process we remain as independent and objective as possible. Our aim is to provide you sufficient information which allows you to deal with a Dutch notary directly, to start a Dutch NV.
House of Companies doesn’t provide any corporate support, concerning the formation of your Dutch BV. However, you can find find more about the tasks and acs (and regulations) t of the notary here: https://www.knb.nl/english/the-notary
The KNB is the official ‘Royal Dutch Association of Civil-law Notaries’ and draws up it its own rules that Dutch notaries must comply with. The KNB prvodes a list of all notaries in the Netherlands , the so-called the Notary Register. Alternatively, you can try this list of Dutch notaries.
Start your Dutch NV without visit to the Netherlands (or in person, if desired!)
The formation of a Dutch NV, has become even easier since the Covid-19 outbreak.
Dutch notaries introduced the method of Video Calling, in order to identify entrepreneurs remotely, and witness the signing of the statutory documents, without any required legislations!
Due to the fact that a (temporary) bank account must be opened in name of the Dutch NV, to perform the initial capital deposit, a visit to the Netherlands by the directors/shareholders is quit common. This is not required per se, because overseas bank accounts (within EU) can also be used, or the escrow account of the notary could offer a temporary solution to speed up the formation process.
How long does it take to start a Dutch NV?
It takes about 5 - 10 days to register a Dutch NV.
However the exact time frame depends on the complexity of the corporate structure, and the availability of the Dutch notary. You will also need to provide the correct (original & signed) documentation before the formation of the Dutch NV can be finalized.
The first step in the formation process is to instruct a notary in the Netherlands, who will take about 2-4 days to draft the Formation Deed. In case you are not familiar with the Dutch notary yet, you would have to request for a quotation first.
Once the notary has provided you with the draft formation deed, you can also schedule a meeting, or the Video Call, to deal with the identification requirements, and the signing of the formation deed (which must be done by all shareholders).
If any shareholder is not available to join the meeting or Video Call, then he can issue a Power of Attorney (legalised with apostille) in which he authorises the Dutch notary, to sign the Formation Deed in his behalf.
The company formation timeline below indicates the time spent on each step, but please keep in mind that the availability and schedule of the Dutch notary is important to consider.
Checklist on starting a Dutch NV
You have full understanding of the corporate structure and the tax consequences of setting up the company (at least for the next 12 months, concerning salary, profit tax and dividend tax)
The desired shapital has been decided (total share capital, and the value per shares )
It’s clear whether the shareholders and directors will visit The Netherlands, or they prefer a remote formation process
Before the (video) meeting with the notary, the shareholders should have a full understanding of the articles of association
A visit to the Netherlands is required to open a Dutch bank account, although a Dutch bank account is not legally required (any European bank account can be used for the purpose of the initial capital deposit, and obtaining the Bank Statement)
One of the criteria to to open a corporate bank account in The Netherlands might be the application of a Dutch BSN/TAX ID by the director
All stakeholders involved in the formation process must be able to speak English fluently, otherwise the notary and/or bank might insist to involve a translator
This checklist is meant as a general guideline.
N.V. ‘under formation’
You can do business with your company even before the N.V. is established. Registration in the Trade Register is then mandatory. A notary must declare to take care of the establishment. Until the N.V. is established, you will come out with an N.V. i.o. (in formation).
Make it clear to your business partners that you are entering into contracts on behalf of the N.V. in formation. The contracts in this phase are being established on behalf of the legal entity. The public limited company can only take over a contract later if the other party agrees. As long as you act on behalf of the N.V. i.o. you are liable yourself.
Cost to start a Dutch Public Company (N.V)
It costs in average about 1.500 EUR to start a Dutch NV. This amount consist of notary fees and registration fees charged by the Chamber of Commerce .
The rates for incorporation at a notary differ per notary. On average this costs between € 500 and € 2,200. At KVK you pay a one-time fee of € 50 to register your company.
In order to start a Dutch N.V. you need to consider a starting capital of € 45,000.
In addition, there are costs for keeping an administration. Every year your N.V. must draw up annual accounts and file them with the Chamber of Commerce. The data you have to submit depends on the size of your company. The annual costs for the administration of your company depend on the size and complexity of your company.
Relevant taxes for your Dutch NV
You pay corporation tax (vpb) on the profits of the N.V.
Dutch limited companies, such as the NV, are required to declare their profits via annual corporate tax filing.
This article provides a tutorial on how to file your corporate tax return yourself, which is particularly convenient for companies with few transactions. The more transactions, or the complexer your administration, the more challenging it will be to file your own corporate tax return.
The corporate tax rate of 15% applies in the Netherlands up to 200.000 EUR in profits (2021).
When your profits are higher than 200.000 EUR, the surplus will be taxed at the rate of 21,7%.
Only Dutch businesses that have actual operations (or management & control) in the Netherlands, are required to pay corporate tax in the Netherlands. If such event, they will pay corporate tax on their worldwide income.
Corporate taxes are only relevant for a Dutch NV, if it earned an actual profit. There is no taxation on the turnover itself.
In the event that a Dutch NV has made a profit, and paid it’s due taxes, the net profit amount is available for distribution as dividend among it’s shareholders.
Such dividend payments are typically also taxed with a so-called withholding tax on dividends. This is not always the case, for example in case of dividends payments to European corporate shareholders. In some cases the withholding tax (standard rate of 15%) is lowered by an applicable Tax Treaty.
Only if a Dutch company is planning to employ staff, it should register as an Employer. In such case, its required to withholding wage tax, and social contributions on the gross salary of the employee.
If you are a director of a public limited company, you pay income tax on your wages and any dividend tax on your shares. The Tax and Customs Administration does not allow you as a director to receive little or no salary. Your wages must be in line with the market, with in principle a minimum annual salary of € 46,000. Read more about the exact rules and conditions of this customary salary scheme.
Reserving a Company Name for your Dutch Company
Most entrepreneurs like to check first if their desired company name is still available, and if so, they like to reserve it. In The Netherlands, such reservation process is not available.
The only option is to check www.kvk.nl and run a search on your desired company name. If it doesn’t popup, you can assume your company name is available.
It’s not possible in the Netherlands to reserve your company name
In case a company name is already taken by another company who operates in a different industry, you might still be able to register the name. The Dutch notary will arrange the registration of the company at the Trade Register, and will deal with the Chamber of COmmerce in case there are any issues with the company name. Depending on your situation, you might also want to consider to register your Trademark.
Check out our article on the company name requirements in The Netherlands.
Selecting A Registered Office Address in The Netherlands
In order to register a Dutch NV, it’s required to use a registered office address in the Netherlands, in order to receive official government letters, and comply with the following matters:
Before final registration of the Dutch company, you need to consider the following matters:
The Dutch company must have a registered office address in the Netherlands, where company documents will be legally served.
The Dutch registered office must contain a completed shareholders’ register
House of Companies can provide you with such registered office address, starting at 75 EUR per month. We can assist you in cities all over the Netherlands, or even in other countries.
In case you are planning to rent your office, even before the formation of the company, you need to make sure you provide the Dutch notary the rental agreement of the office so he can register the company on the correct address right away.
Once your Dutch company is operational, it might grow into a fully fledged office. In that case, it’s relatively easy to update your registered office address at the Chamber of Commerce. Our Dashboard provides the instructions for this change.
In case you rent or own an apartment or house in the Netherlands, you can also register your Dutch business on your private address. Please make sure to obtain permission from your landlord, if relevant.
In order to register a Dutch NV, it’s required to appoint at least 1 director. Different criteria will apply in case the NV will be publicly listed.
The director can be a individual or a legal entity, which don’t have to be Dutch residents.
Technically, the first director of the company is appointed via the Formation Deed, or the first shareholders meeting. The formation deed of the Dutch NV will also determine, how new directors will be appointed in the future (or how directorships can be terminated).
The director is automatically authorized to represent the legal entity. He can bind the organization, such as by concluding agreements on behalf of the legal person.
Liabilities for the directors
An N.V. is a legal person. This means that as a director you are in principle not liable for the debts. There are exceptions to this rule. Directors are, for example, liable in the event of maladministration, or if the private limited company is not yet registered in the Trade Register.
Are you a shareholder? Then your liability is limited to the amount of capital represented by your shares.
Get Listed on a Stock Exchange
With an N.V. you can get listed on a public stock exchange. You must meet a number of conditions. For example, your company must exist for more than 5 years. Equity must be at least 5 million. And the value of the shares must total more than 5 million. Your company must also have made a profit of at least 3 years in the past 5 years.
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