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Company Formation in the Netherlands

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Company Formation in the Netherlands at 295 EUR, ONE DAY service, and GUARANTEED bank acocunt

Company Formation in the Netherlands is now at your fingertips, and just 2 clicks away. 

Did you know that you can already register a branch in the Netherlands at the fixed fee of 295 EUR?

Many entrepreneurs are not told by their agent about the advantages of the branch.


The process is remote, and you will obtain a company number from the Dutch Chamber of Commerce, once the branch is registered, which takes several days. A one-day service is available!


The alternative way of forming a company in the Netherlands is to register a legal entity, such as the Dutch BV.


Do you already know what you want or need?

If not, this Company Formation guide is the perfect source for your research to the Netherlands. 


Our Playbooks are ideal for witty entrepreneurs, or entrepreneurs who already work with an accountant in their current company.  Why work with two accountants, when you have the resources to let your local accountant deal with your Dutch tax requirements?


In this article, we'll guide you through the essential steps to get your Dutch business up and running. 


From forming your company and choosing the right legal structure to tax planning tips and accessing funding options, we've got you covered. We'll also share insights into the Dutch market, highlighting key industries and sectors with growth potential.


Not only will you gain practical advice and tips, but you'll also learn about the unique cultural and business norms that will help you thrive in the Dutch business landscape. So, if you're ready to start this exciting journey, let's dive in and make your Dutch ambitions a reality!

How?

Find out how to register a business (such as a private limited company) in The Netherlands. 


Get a full picture on the company registration procedure in the Netherlands with our free advice, and input from our support community.


1. Complete our Order Form for opening a new company in Netherlands., and let us worry about all the requirements for your company information.


2. Receive and approve the Formation Deed/company constitution
Visit the notary, or courier your legalized documents. Our company formation specialists can help you decide on the right type of legal entity, and provide basic tax and legal support without any extra charge, to start your Dutch business.

3. Once the company has been established, you can visit a Dutch bank to open a corporate bank account, and apply for your Tax ID’s. House of Companies can assist you, and you can expect a valid VAT number within 2 weeks!

Did you know, that the formation of a Dutch private limited company might not be necessary to obtain a VAT number, or even a Business License? You can check out out  Members Portal to find out more about the advantages of a ‘branch registration’ and obtaining a VAT number on behalf of a non-resident company.


Choosing the right business structure in the Netherlands


Choosing the right business structure is crucial for the success of your Dutch business. Each legal form has its own advantages and disadvantages, so it's important to consider factors such as liability, taxation, and administrative requirements. Here are the main business structures in the Netherlands:


1. Sole Proprietorship (Eenmanszaak)- Not ideal for Global Entrepreneurs!

This is the simplest and most common form of business in the Netherlands. The owner is personally liable for all business debts and obligations, and their income is taxed as personal income.


2. Branch Registration

House of Companies likes to speak of ‘a branch’, in any situation that a company has branched out to another company, in any formal way. It is possible to register an overseas company, directly with the Dutch Tax & Customs Administration, as an Employer and employ staff in the Netherlands, without registering the overseas company at the Dutch Chamber of Commerce.


3. Private Limited Company (Besloten Vennootschap - BV): 

A BV is a separate legal entity from its owners, who have limited liability for the company's debts. It requires a minimum of €0.01 in share capital and must be registered with the Dutch Chamber of Commerce. BVs are subject to corporate income tax.


4. Public Limited Company (Naamloze Vennootschap - NV): 

This is a more complex and expensive legal form, typically used for larger businesses. Shareholders have limited liability and the company is subject to corporate income tax.


5. Cooperative (Cooperatie) or the Dutch Foundation: 

A cooperative or Foundation (Stichting) is owned and controlled by its members, who share in the profits and losses of the business.

The Stichting is ideal for NGO's because it can apply for a tax exempt status. The Cooperative can avoid withholding taxes on dividends paid to it's members (which a Foundation is not allowed to do).


Appointing a (local) director for your Dutch company

Regardless of your geographical location, you can act as the director of a Dutch company without a residency permit. 

However, being physically present in the Netherlands and running day-to-day operations as a manager requires a valid work permit. Moreover, the nature of your stay in the country is an important consideration. 


If you are planning to visit the Netherlands on regular basis for business meetings, inspections and other managerial affairs, it is advisable to apply for a Multi Entry Schengen Visa. 

With this visa, you have the flexibility to enter and exit the country multiple times within a specified period. 

Furthermore, you will have the freedom to travel to other countries within the Schengen area as well which includes 26 European countries. 


Although it is necessary to apply for a work permit to manage a Dutch company from within the Netherlands, there are provisions allowing non-resident directors to manage their companies without any legal repercussions. 


Therefore, while a residency permit is not a prerequisite to manage a Dutch company, having one along with a Multi Entry Schengen Visa certainly opens up more possibilities for the director.


Consulting the Handelsregister in the Netherlands (kvk.nl)

The Handelsregister, also known as the Dutch Trade Register, is a public business register in the Netherlands managed by the Kamer van Koophandel (Chamber of Commerce). 

It serves as a crucial repository of legal and factual information about all business entities and associations operating within the country. 


Consulting the Handelsregister is considered essential for businesses, investors, and individuals for various purposes such as due diligence, business research, or validating the legitimacy of a prospective business partner.


The register provides comprehensive details including but not limited to, the company's legal form, registration number, status, registered office, board of directors, and share capital. All businesses, from sole traders to multinational corporations, are obliged to register and maintain an up-to-date information profile. 


Besides, the Handelsregister’s online database is easily accessible and provides a transparent platform for viewing business data, making it a valuable tool for making informed business decisions in the Netherlands. Another great resource for information about the Netherlands is Business.gov.nl. 


Advantages of starting a business in the Netherlands

Starting a business in the Netherlands comes with many advantages. First and foremost, the country's entrepreneurial ecosystem is thriving, making it an ideal destination for startups and SME's ready to grow their revenue. The Netherlands boasts a highly skilled and diverse workforce, excellent infrastructure, and a strong support system for entrepreneurs.


Additionally, the Dutch tax climate is favorable for businesses, compared to the rest of Western Europe.


The corporate tax rate is relatively low, and there are various incentives and deductions available to help reduce your tax burden. With a stable and transparent tax system in the Netherlands, a company in the Netherlands may plan its finances effectively and maximize its profitability.Another advantage of doing business in the Netherlands is its strategic location within Europe. 


The country's well-connected transportation network provides easy access to the European market, allowing you to expand your business and reach a larger customer base. Furthermore, the Netherlands has a strong international trade presence, making it an attractive hub for import and export activities.


In summary, starting a business in the Netherlands offers numerous advantages, including a supportive entrepreneurial ecosystem, favorable tax climate, strategic location, and access to the European market. Additionally, the country's highly skilled and multilingual workforce, advanced infrastructure, and stable political climate make it an ideal location for businesses looking to establish a presence in Europe. It also has a high quality of life and a strong focus on sustainability, making it a desirable place to live and work.


Overall, the Netherlands provides a conducive environment for business growth and success, making it a top choice for entrepreneurs and businesses looking to expand their operations in Europe. With its numerous advantages and opportunities, the Netherlands is a prime location for establishing and growing a successful business.Do you require a residency permit to manage a Dutch company?

Understanding Dutch Taxation of businesses

Understanding the Dutch tax system is essential for running a successful business in the Netherlands. The country has a relatively simple and transparent tax regime, but it's important to comply with all tax obligations to avoid any penalties or legal issues.

The main types of taxes in the Netherlands include corporate income tax, value-added tax (VAT), payroll taxes, and personal income tax. Corporate income tax is levied on the profits of BVs and other legal entities. The current corporate tax rate is 19% for profits up to a certain threshold (200.000 EUR in 2024), and 25.8% for profits exceeding that threshold.

Payroll taxes include social security contributions and income tax withheld from employees' salaries. As an employer, you'll need to register with the tax authorities and comply with payroll tax obligations.


Personal income tax is levied on individuals' income. The tax rates are progressive, meaning that higher incomes are subject to higher tax rates.

To ensure compliance with the Dutch tax system, it's advisable to work with a tax advisor or accountant who specializes in Dutch taxation.  Property tax, also known as real estate tax, is levied on the value of a property and is paid by the property owner. The tax rate varies depending on the municipality where the property is located.


Inheritance and gift tax is levied on the transfer of assets through inheritance or gifts. The tax rates and exemptions depend on the relationship between the donor and the recipient.


Value-added tax (VAT) is a tax on consumer spending and is collected at each stage of the production and distribution chain. The VAT rate in the Netherlands is 21%, with reduced rates of 9% and 0% for certain goods and services.Corporate income tax is levied on the profits of companies and is currently set at a rate of 25% for profits up to €200,000, and 21.7% for profits over €200,000.
Tax regulations in the Netherlands are complex and subject to change, so it's important for individuals and businesses to stay informed and seek professional advice to ensure compliance.


RSIN, KVK and BTW numbers

The RSIN, KVK, and BTW numbers are unique identifiers used in the Netherlands for tax reporting and business administration purposes. RSIN, or Rechtspersonen Samenwerkingsverbanden Informatie Nummer, is a legal entity and partnership's information number mandated by Dutch law for organizations. 


It is primarily used to exchange data with government agencies. A KVK number, which stands for Kamer van Koophandel, is equivalent to a Chamber of Commerce number and is compulsory for all Dutch businesses. 


It registers companies in the Netherland's Commercial Register and is a prerequisite for the RSIN. The BTW number, Belasting Toegevoegde Waarde or VAT, is used for sales tax identification. This VAT number, which you register with the Dutch tax, is issued to every registered business entity that provides taxable goods or services in the Netherlands. Together, these three numbers form a fundamental part of the Dutch tax framework, and it is essential for every business operating in the Netherlands to have them.


Keep full control by activating your Dutch company's eHerkenning

Understanding eHerkenning in the Netherlands

eHerkenning is a digital authentication system used in the Netherlands that allows individuals and businesses to access online government services. It functions as a secure login method for entrepreneurs and organizations to communicate and conduct transactions with various government agencies and portals. Through eHerkenning, users can securely log in, sign documents, and access a wide range of services, including managing tax affairs, submitting applications, and retrieving official documents.


Process for Global Entrepreneurs

Global entrepreneurs seeking to apply for eHerkenning.nl must first select an authorized eHerkenning provider and complete the registration process. As part of the registration, they will need to provide specific identification and business documents to verify their identity and business legitimacy. Once the registration is approved, they will receive an eHerkenning level, which determines the level of access they have to various government portals and the actions they can perform.


Independence from Company Formation Agents

By obtaining direct access to government portals through eHerkenning, global entrepreneurs can reduce their reliance on company formation agents and intermediaries for interacting with Dutch government agencies. This independence allows entrepreneurs to directly manage their Dutch tax affairs, submit applications, and access a multitude of services without the need for third-party involvement. This streamlines processes, reduces costs, and provides entrepreneurs with greater control over their interactions with the Dutch government.


Role of House of Companies

House of Companies can assist global entrepreneurs in activating their eHerkenning. They can guide entrepreneurs through the registration process, help them select the appropriate eHerkenning level for their business needs, and provide support in ensuring compliance with Dutch regulations. By leveraging the services of House of Companies, global entrepreneurs can efficiently navigate the eHerkenning system and gain the necessary access to government portals, empowering them to independently manage their business affairs in the Net

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 Special Offer: Branch Registration in the Netherlands at  € 295Globally

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What’s required to incorporate your Netherlands company?

You'll need to decide on the right legal structure. 


The most common legal forms in the Netherlands are the branch registration (of your existing firm), partnership, and private limited liability company (BV)


Each structure has its own advantages and disadvantages in terms of liability, taxation, and administrative requirements. It's important to consult with a legal professional to determine the best option for your business.


Once you've done your research, it's time to register your company with the Dutch Chamber of Commerce (KVK). This step is mandatory for all businesses operating in the Netherlands. The registration process involves providing relevant information about your business, such as its legal name, address, and activities. You'll also need to choose a unique trade name, which should reflect your brand and be easily recognizable.

The start of your Dutch business includes the following steps:

  • The establishment of the fir(with the assistance of a Notary Public in case of a Limited Company (BV))

  • The accommodation of the business (which may involve a business center (flexi desk) or a landlord)

  • The creation of a separate business bank account for your company in Holland.

  • The acquisition of necessary tax identification numbers

With these steps, which include legal assistance in the Netherlands and gathering the necessary documents required, taken care of, your company in Holland is ready to commence operations!  Once the company is established (with the help of a Notary Public), the business can be set up (which might include a business center (flexi desk) or a landlord), a bank account can be opened, and the required tax identification numbers can be obtained. Once you have completed these FIVE steps, your company will be ready to start operating! 

Even though each entrepreneur and each company is different, ouse of Companies has developed a fixed Offers which provides you all the support you need to incorporate your company, for a fixed fee.
Aside from the incorporation services, House of Companies can also provide ongoing ‘entity management’ support  for an annual fixed fee.

Our team of business strategists can also assist you with the preparation of a Business Plan, for example to apply for a finance, or residency.

Furthermore, once the company is incorporated, House of Companies can provide certain business development services in Netherlands in cooperation with third parties we work with.

To move forward with your Netherlands Company Formation:

Once you've chosen the legal structure, you'll need to fulfill certain legal requirements and complete the registration process. This includes obtaining the necessary permits and licenses, such as a business permit, environmental permits (if applicable), and industry-specific licenses.


You'll also need to register for VAT (Value Added Tax) if your annual turnover exceeds a certain threshold. In addition, if you intend to hire staff, you must adhere to the labor laws and regulations in the Netherlands.


 This means meeting the minimum wage, ensuring proper working conditions, and following health and safety rules. It's important to familiarize yourself with these laws to prevent any legal problems in the future.


In order to pay taxes, you will need to get a tax identification number (TIN) from the Dutch Tax and Customs Administration (Belastingdienst). 


This number is necessary for various tax-related tasks, such as submitting tax returns and communicating with tax authorities. If your annual earnings surpass a certain limit, you must also register for VAT (Value Added Tax).

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Why you should incorporate a company in the Netherlands?

Despite its small size, the Netherlands presents numerous benefits to business owners who aim for global expansion.

It serves as the most strategic entry point to European markets, provides a conducive business environment, and delivers outstanding tax advantages for established businesses. 


The head office of the House of Companies is located in the Netherlands. From here, we can register your Dutch business in any member state of the EU. And with the help of our worldwide offices, we can help you set up local companies in, for example, Belgium, Germany, Spain and in the Middle East (Dubai, Bahrain, etc.).


The Netherlands is known for its prime location as a gateway to Europe, a favorable fiscal environment, a thriving international business landscape, excellent professional infrastructure, and a high quality of life. Additionally, there are tax incentives for financial activities: 

  • Netherlands has only 19% corporate tax(upto 200K in profits), which is more than 10% lower than other Western European countries

  • The most popular business form is the Branch Registration and it pays no dividend tax, can be set up tax free, and can be done in a few days!

  • Formation of a Dutch BV takes about 10 days, including the guaranteed opening of a bank account!

  • We have set up more than 1500 companies and you can ask House of Companies for references in over 52 countries!


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10 Chapters on Company Formation in the Netherlands

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Step 1. Determine the best corporate structure in the Netherlands

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During the company formation Netherlands process, there are a few matters to consider, such as:


  • Do you like to protect your company assets optimally?

  • How many shareholders/investors will be involved?

  • Should each shareholder be able to freely sell its shares to third parties (or require permission?)

  • What are the tax consequences of dividend payments to the shareholder?

  • Will profits be reinvested in Netherlands?

  • Do you require a Dutch bank account as part of your Netherlands company formation?

  • Etc.


This can be observed that these issues range from legal issues to practical concerns such as the establishment of a Dutch bank account. 


The fact is, it is increasingly challenging to open business bank accounts for global corporate entities. As a result, a company with a single shareholder is more likely to secure a bank account promptly. However, having an individual shareholder may impact the withholding tax on dividends, as payments to individuals are not covered by tax treaties.


You can contact us for a full overview of available legal entities, and what they can mean for you. ideally we would discuss your requirements, and suggest the correct legal entity for you. 


We can prepare a full Advisory Roadmap, which includes all considerations as mentioned above, that will inform you of the complete procedures, fees and taxes.
A Chapter of the Advisory Roadmap  can be provided free of charge, based in a intake we like to schedule with you.

You can contact us for a full overview of available legal entities, and what they can mean for you. ideally we would discuss your requirements, and suggest the correct legal entity for you. 


How does house of companies work?

Step 2. The formation of the Dutch Private Limited Company (B.V) or registration of your Branch

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Most of our members choose to register a branch in the Netherlands. The process does not require the involvement of a notary, does not require the drafing of statutory documents in the Netherlands, and is much simpler to maintain (even without Dutch company formation agent). Read more about the Branch registration. 


However, the Dutch BV is a very traditional tool, still used a lot in international global structures. 

Aside from the differences, the branch registration procedure is the same as below, when it comes to customer onboarding and identification, and the registration process at the Chamber of Commerce.


To begin incorporation of your Dutch BV we will require the following:

  • Your company name

  • The full name, date of birth, address and nationality of all directors

  • The full name and address of all shareholders

  • The company’s proposed business activities make the Netherlands an attractive option.


Documents you are required to provide:

  • Proof of identity certified(colour copy passport, national identity card, photographic driving licence).

  • Proof of residential address, no more than 1 month old, certified (gas/electricity bill or credit/debit card bank statement )

  • If you have corporate directors or shareholders then the extract of the Registrar of Companies, showing the authorised persons, must be delivered (notarised)

  • Rental agreement of your office or flexi-desk. Read more about this requirement in the section step.


Shares and Share Capital

  • The articles of association of the BV must include transfer restrictions in respect of the transfer of shares to others other than existing shareholders, their spouses and close relatives.

  • Shares in a BV may only be transferred by deed of transfer, executed before a Dutch civil-law notary.

  • Where the shares of BV are all owned by one individual or one corporate entity, the company is required to inform the Trade Registry. The Trade Registry has to be notified of the name and residence of the shareholder within one week from the date that the company becomes aware of the single shareholder. In case of multiple shareholders, these details will not be filed (or become public) at the Trade Registry.


Involvement public notary

The incorporation procedure of a BV requires the involvement of a Dutch public notary. Under normal circumstances the incorporation can be done by proxy, so that personal attendance of the directors or shareholders is not required.

In this case the proxy, as well as the passport copy, must be legalized by a local notary. We have relations with notaries in many countries in the world. We can provide you with clear instructions for your notary, on the type of legalization that will be required.

The articles for Dutch company formation will be (and must be) drafted in the Dutch language, but we will provide a translation into English/Chinese or other language. Legalisations can be provided in English.

Minimum capital requirement for a Dutch BV

The minimum capital requirement for a Dutch BV, which is a type of public company, has been abolished per 1 October 2012.
The most commonly used minimum share capital is € 100, divided into 100 shares.


The formation procedure of a Dutch BV

The following steps are applicable to incorporate the BV:


Step 1: Provide draft Powers of Attorney and sign off of incorporation documents

After we have processed the required information and documents (by email) we will provide you with draft articles of incorporation of the BV and the forms and documents which will need to be provided by you for completion of the incorporation.

We will provide you with these documents with the request to approve of the draft articles and to provide the other documents/and forms required.

In case you will not visit our office to sign the documents, or provide your original KYC documents, you will need to contact a local notary or lawyer to have the documents (and signature) verified, before sending us the documents by courier.


Step  2: Completion of the company registration

Upon receipt of your approval of the articles and the signed documents/forms referred to above, the BV will be incorporated within 48 hours. Once you approve the articles and sign the mentioned documents/forms, BV will be officially established within 48 hours.


Step 3  Registration with the Chamber of Commerce

No local director is required in order to obtain a VAT number. The final step in setting up a Dutch company is to register it with the Netherlands Chamber of Commerce and the tax authorities, and there is the possibility of same day service. Once the company is registered with the Chamber of Commerce, it is permitted to carry out various activities, although certain activities are subject to regulation. Most services can be offered without needing an additional business license, such as production, import-export, and consultancy, unless they are clearly regulated, as in the case of banking, Church, University, security, or detective services.


Obtaining a VAT number, through registering with the Dutch tax, typically takes 2-3 weeks, although in some cases it can be done in just 1 week. It is not necessary to have a local director to obtain a VAT number, but to be able to apply the reverse charge method, your firm might be required to proof the economic substance of your operations in the Netherlands.


How quickly can a Dutch BV be incorporated? The Formation Timeline!

The total incorporation procedure for a Dutch BV depends on many factors ,such as the availibility of the Dutch notary, and the ease of identification of the foreign Founders and directors.

For the entire procedure, including the gathering of necessary information and documentation, in our experience you should consider a period of one to two weeks. 


We emphasize that an accelerated procedure for Netherlands company formation is possible. Based on our experience, we recommend allowing one to two weeks for the entire process, which includes collecting required information and documents. It's important to note that there is the option for an expedited process for forming a company in the Netherlands.


Initially, a notary is required to prepare the Deed of Incorporation. This important legal document outlines the company's structure, including its name, location, objectives, and capital. Following this, company shareholders or their legal representatives must approve the deed. If not physically present in the Netherlands, this can be achieved via a video meeting with the notary, which must be scheduled in advance. The next step involves registering the company with the Dutch Trade Register, a process that includes obtaining mandatory legalisations for the Deed of Incorporation and other documents. Obtaining these legalisations can take the most time in the company formation timeline, mainly due to the stringent procedures imposed by Dutch law to ensure corporate transparency and prevent fraud. The precise procedure and timeline can vary, making it essential for interested business owners to seek professional advice.

Company formation costs in the Netherlands

Starting a business in the Netherlands involves various costs, including notary fees and government charges. The main expense you would need to consider is the notary costs, which are estimated to be around 1500 EUR. This is a mandatory requirement as the notary is instrumental in drafting your company's deed of incorporation and ensuring that everything is done in accordance with the Dutch law. They also register the business in the trade register of the Dutch Chamber of Commerce. In addition to the notary costs, there are government fees levied for company formation. These government fees are approximately 50 EUR, marking them as a lesser yet essential part of the total formation costs. In total, the estimated expenses for company formation in the Netherlands are over 1500 EUR, depending on the specific requirements of your business and any additional services needed. It's crucial to plan these expenses into your start-up budget.


Due Dilligence Regulations in the Netherlands

When you plan a visit to our office in order to incorporate a company, please inform us of your visit at least 1 week in advance, because we need to check with several parties (bank, city council, notary) for availability. 


The notary in the Netherlands, as well as the House of Companies as an incorporation agent, is mandated by law to accurately identify the Client and have a thorough understanding of the Client's intended company activities and corporate structure.


This necessitates a personal introduction from each shareholder and director. Additionally, the client will be required to provide detailed background information on their experience, as well as their anticipated transactions and activities.In practice, the formation of a company in the Netherlands can be conducted from a distance. 


However, this would entail the involved parties visiting their local notary or embassy to have their documents and signatures authenticated, resulting in a lengthier formation process for the company.


If you are planning to visit our office for the purpose of incorporating a company, please notify us of your visit at least 1 week in advance, as we will need to coordinate with various parties (bank, city council, notary) for availability.

Registration of the BV in the Trade Register (KamervanKoophandel.nl)

The information in the Dutch Business Register is freely accessible by the public for activities in the Netherlands.

 In day to day business the Trade Register is an important source of information for possible business partners and it is common practice in the Netherlands that the Trade Register is consulted before doing business. After being established, the BV will be listed in the Trade register of the Chamber of Commerce.


The Chamber of Commerce maintains the Trade Register, which includes details of all BVs (and other businesses) established and/or registered in the Netherlands, such as legal name, date of establishment, registered address, and names and powers of directors.
It should be noted that the Trade Register also includes the names and addresses of 100% shareholders. If a shareholder's identity is not to be disclosed, it is advisable to have the shares held by a Dutch or foreign third party.


The information in the Dutch Business Register is publicly available for activities in the Netherlands. The Trade Register is an important source of information for potential business partners in day-to-day operations, and it is standard practice in the Netherlands to consult the Trade Register before engaging in business.  Additionally, the Trade Register is used by the tax authorities, legal authorities, and other government agencies for verification purposes. It is also used by banks and financial institutions for due diligence and risk assessment when dealing with businesses.

It is important for businesses to ensure that the information in the Trade Register is up to date and accurate, as any discrepancies or inaccuracies could lead to legal and financial consequences. Changes to business details, such as changes in directors or registered addresses, must be promptly reported to the Chamber of Commerce to ensure the Trade Register remains current.


In summary, the Trade Register maintained by the Chamber of Commerce in the Netherlands is a crucial tool for business transparency and verification. It provides essential information for business partners, government authorities, and financial institutions, and it is essential for businesses to keep their details up to date to avoid any potential issues.


IMPORTANT: Our fees do not include the registration fees at the Chamber of Commerce in the Netherlands. This invoice (€ 100) is addressed to the established company within one week of registration. 

Company Documents prepared by the Notary

Deed of incorporation

Establishing a B.V. involves the execution of a notarial Deed of Incorporation before a Dutch Civil Law Notary. The Deed of Incorporation must be in Dutch and must include

(i) information about the shares issued during incorporation, the payment for the shares (in cash or in kind), and details about the incorporator(s)/shareholder(s);

(ii) the appointment of the first (registered) managing directors and optionally, the first supervisory directors; and

(iii) the company's Articles of Association.

Additionally, maintaining a shareholders register is mandatory, while keeping a directors register is not. The essential statutory documents for a Dutch B.V. are the Deed of Incorporation (which includes the Articles), the Register of Shareholders, and the Extract from the Trade Registry (also known as a Certificate of Good Standing).  The Deed of Incorporation is the official document that establishes the company and includes important information such as the company's name, address, purpose, and the names of the shareholders. The Articles outline the internal rules and regulations of the company.
The Register of Shareholders is a document that contains the details of all the company's shareholders, including their names, addresses, and the number of shares they own.
The Extract from the Trade Registry, or Certificate of Good Standing, is a document that proves the company is registered and in good standing with the Dutch Chamber of Commerce.
In addition to these essential documents, a Dutch B.V. may also need to maintain other records and documents as required by law. It is important for companies to stay up to date with their record-keeping obligations to ensure compliance with the law.

Articles of Association

The company's Articles of Association are included in the same document as the Deed of Incorporation and have to contain at least the following items:



1. The name of the company
2. The registered office address of the company
3. The objects and powers of the company
4. The types and classes of shares that the company is authorized to issue
5. The rights, privileges, restrictions, and conditions attached to each class of shares
6. The rules and regulations for the management and operation of the company in the Netherlands must be followed.
7. The procedure for appointing and removing directors
8. The procedure for calling and conducting general meetings of the company
9. The procedure for declaring and paying dividends
10. The procedure for winding up the company
These are the basic items that must be included in the Articles of Association when a company in the Netherlands may form. Additional provisions can also be included as long as they do not conflict with the requirements of the law.


Name of the Company

The name of the company must include the indication "Besloten vennootschap" or (most common) "BV".


Registered office ("seat") of the company

The seat must be in the Netherlands. The company's registered office does not necessarily have to be at the same place as where the actual offices are located or business is carried out.


Objects clause

This is a short description of the company's anticipated activities. It is customary for Dutch companies to have relatively short and very generally worded objects clauses to avoid any claim based on ultra vires action.


The share capital 

Generally speaking the shares must be paid up in cash or in kind. The capital stock needs to be divided into shares with a fixed value, which should be specified in the company's bylaws. As a result of recent laws, shares can now be denominated in currencies other than Euros, such as US dollars. Various categories of shares, each with different fixed values, can be established and outlined in the company's bylaws. In addition to common shares, it is also possible to create other types of shares, such as preferred shares (entitling holders to financial advantages), priority shares (granting control rights), non-voting shares, and shares with no profit entitlement. It is important to note that the minimum required capital of EUR 18,000 for BV's has been removed, allowing for a capital stock of EUR 1 or less. In general, shares must be paid for in cash or in assets.


(Optional) transfer restrictions

According to the law, limitations on transferring shares to anyone other than fellow shareholders, spouses, close relatives, and the company itself (third parties) must be followed. This legal transfer restriction means that the shareholder looking to transfer shares must first give the fellow shareholders the opportunity to buy them. If there is no need for a transfer restriction or if another form of restriction is deemed suitable, these alternative arrangements must be documented in the Articles of Association.


Financial year

The deed of incorporation may stipulate that the company's first financial year is either shorter or longer than twelve months. 


The maximum is 24 months minus one day. This has various tax consequences for a company in the Dutch business scene and should therefore be discussed with a Dutch tax consultant.


The Board

The B.V. should have a minimum of one Managing Director. There are no legal mandates concerning the quantity, nationality, or residency of managing directors. Both individuals and legal entities are eligible to be managing directors during the formation of a Netherlands company. 


Apart from a Managing Directors' Board, the company's Articles of Association may also include provisions for either a Supervisory Directors' Board or a one-tier Board comprising Executive and Non-executive Directors to oversee the Management/Executive Directors.

Legal entities are ineligible to serve as supervisory directors. The Articles of Association must include specific rules regarding the absence or incapacity of all directors.
The company's Managing Directors' Board always holds the authority to represent the company in dealings with external parties. Additionally, unless stipulated otherwise in the Articles of Association, the individual managing directors also have the authority to represent the company.

It is not uncommon for Articles of Association of Dutch Companies to provide that: (i) the signatures of a particular number or class of managing directors, acting together, are required to represent the company, and/or (ii) certain management decisions/actions are made subject to the prior approval of the General Meeting of Shareholders or the Board of Supervisory Directors.


Shareholders' meetings

There is one yearly shareholders' meeting on the approval of the annual account. Other meetings in an existing company in the Netherlands must be convened as often as the Board of Directors or shareholders deem necessary. The company's Articles of Association contain specific requirements for a general meeting. The yearly shareholders' meeting is typically held to approve the company's annual accounts and to discuss any other relevant matters related to the company's performance. This meeting is a crucial event for shareholders as it provides them with the opportunity to review the company's financial performance and make decisions on important matters that affect the company's future.


In addition to the yearly meeting, other meetings can be convened as necessary by the Board of Directors or by the shareholders. 

These meetings may be called to address specific issues such as changes in company management, major business decisions, or significant financial matters.


The company's Articles of Association, which are its governing documents, often contain specific rules and requirements for holding general meetings. These rules may outline the procedures for calling a meeting, setting the agenda, voting requirements, and other important details related to the conduct of the meeting.


Overall, general meetings are a fundamental part of a company's corporate governance structure, as they provide shareholders with the opportunity to exercise their rights, make important decisions, and oversee the company's management and performance.


Register of Shareholders

Shares in a B.V. may only be transferred by deed of transfer, executed before a Dutch civil-law notary. It is mandatory for the B.V. to maintain a registry of shareholders, containing the names and locations of all shareholders, their shareholding amounts, and the paid-up value of each share.
The B.V.'s articles of association must include limitations on the transfer of shares to individuals who are not existing shareholders, their spouses, or close relatives.
Shares in a B.V. can only be transferred through a transfer deed, which must be signed in the presence of a Dutch civil-law notary.uted before a Dutch civil-law notary.

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Step 3. The Dutch address requirements for your company

Before the incorporation of the company, you need to consider the following matters:


  • Your company will require a registered agent and a registered office address in the Netherlands, where company documents will be legally served.

  • The registered office must contain a shareholders’ register, listing the names and addresses of all shareholders, the amount of shares they hold, and the amount paid-up on each share

  • A registered agent and a registered office is included as part of our Standard Incorporation Package


In case you are planning to rent your office, even before the formation of the company, you need to make sure you provide us with the rental agreement of the office so we can register the company on this address right away.


However, such situation would be very uncommon. Almost 100% of our clients uses our Registered Office service for at least 1 year, even if they open their own warehouse or office in the meantime. This way they are certain all important mail is properly received and processed, and they avoid any (unexpected) (legal) hassles or visits (from authorities) in their own office/warehouse.


When choosing a virtual office provider in the Netherlands, ensure that the company is compliant with the guidelines set by the Chamber of Commerce. This includes the presence of a staffed reception desk during office hours and the ability of the business center to contact the client within 24 hours.


While there are many providers to choose from, it's recommended to select a reputable company with a proven track record, such as Virtuelekantoren.nl, which has been providing virtual office addresses in the Netherlands for over a decade.
Virtual office services can be a cost-effective solution for entrepreneurs looking to establish a presence in the Dutch market without the expense of maintaining a physical office. However, it is critical to do due diligence when selecting a provider to ensure that they meet the necessary regulations and can provide reliable, professional service.


If you register a branch in the Netherlands, and it does not yet perform taxable transactions, it can still be using its foreign address! 

This is a great advantage of the Dutch Branch, compared to the Dutch BV, based on the HandelsregisterWet.  The HandelsregisterWet, or Trade Register Act, is the Dutch law that governs legal entities and their registration in the Netherlands. 


This law provides that if a foreign company establishes a branch in the Netherlands, it does not need to have a Dutch address registered with the trade register until it starts performing taxable activities.
This is a benefit for foreign companies as it gives them more flexibility. 


They can start their operation in the Netherlands without the need to rent or purchase an office or other premises in the country. This can save costs and allow the company to test the market before making a larger commitment. It's one of the reasons why the Netherlands is considered a favorable destination for foreign companies looking to expand in Europe.


However, it's important to note that once the branch starts carrying out taxable transactions, a Dutch tax number and address are necessary. And while it operates with a foreign address, it has to comply with all relevant Dutch legislation.


Nevertheless, this system still offers far greater flexibility than the Dutch BV (Besloten Vennootschap), a private limited company. Under Dutch law, a BV must always have a registered address in the Netherlands, which can add an extra layer of complexity and expense, particularly for smaller businesses or those just starting their operations in the country.


Step 4 Open a bank account for your Dutch Company

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In recent years, banks have become more strict in their process for opening a bank account. It is necessary for the directors to personally visit the bank, provide identification, and complete the required paperwork.


We have established relationships with major international banks in the Netherlands (such as ING, ABN-AMRO, Rabobank, Deutsche Bank) and can manage this process for our clients. In many cases, we can assist in setting up a Dutch company by immediately opening a bank account during the visit, but this is dependent on the corporate structure and the client's nationality. We also collaborate with banks outside of the Netherlands that can offer comprehensive banking services and are more accustomed to international structures.


As mentioned there is no legal requirement to have a Dutch bank account, and although our primary goal is to open a bank account in Netherlands, it should be considered to have a contingency plan (such as a foreign bank account, or using a EMI (online payment institution, such as Revolut.com)).

Step 5 Apply for VAT and/or Become a Employer or Record

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The last step in the process of establishing the company is the registration of the BV with the Chamber of Commerce (with same day service) and the tax authorities. The company must (in most cases!) be registered for Corporate Income Taxes (CIT) and Value Added Tax (VAT).
On average, it takes approximately 2-3 weeks to obtain a VAT number, although sometimes it can be done in just 1 week (when combined with the CIT number).


The issuance of the VAT number may also be influenced by the corporate structure, and in practice, it can be more challenging for companies with non-resident directors to obtain the VAT number. The tax authorities may inquire about the nature of the activities and their location. House of Companies can help with the questionnaire and ensure timely receipt of the VAT number.


Although you don’t need a local director obtain a VAT number, or even a bank account, it is preferred that the Company can show actual Dutch business activities. For example, the Company can show local staff members, a local warehouse, or even just local suppliers or clients the Company deals with.


How easy is it to hire personnel in Netherlands?

Hiring personnel in the Netherlands is not particularly complicated, but it requires following several steps and adhering to legal stipulations. Employers can make the process smoother by registering as an Employer of Record. This also allows them to oversee the hiring, payrolling, and tax compliance which frees them of significant administrative tasks. Before onboarding new staff, you may want to consider a "proeftijd" or trial period. This can help identify if the candidate is a good fit for the role and the company. When making an employment offer, being aware of the minimum salary is important. The Dutch labor laws regulate the least amount workers should earn to ensure fair remuneration. Lastly, you can appoint a payrolling firm to issue salary slips. This outsourced service streamlines the payroll process by managing employees' salary calculations, tax deductions, and compliance in a timely and professional manner.

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Employing your first staff member and the legal consequences

It's important to have clear employment contracts in place, outlining the terms and conditions of employment. These contracts should comply with Dutch labor laws and reflect the specific needs of your business. If you are considering hiring staff for your business in the Netherlands, it is crucial to acquaint yourself with the labor laws and regulations of the country. The Dutch labor market is heavily regulated to safeguard the rights of employees and ensure fair working conditions.
As an employer, you are required to adhere to minimum wage stipulations, which are regularly revised in line with inflation. The current minimum wage is determined by the age of the employee and is updated every six months.



In addition, it is necessary to provide suitable working conditions, such as a safe and healthy work environment, while considering the impact on the environment. 

Dutch labor laws also cover aspects such as working hours, vacation entitlements, parental leave, and other employment-related concerns. In terms of employment contracts, it is important to clearly outline the terms of employment, including the job description, salary, working hours, benefits, notice period, and any other relevant terms and conditions. 

These contracts should be in line with Dutch employment laws and should be provided to employees upon starting their employment.


It is also crucial to be aware of employee rights and protections in the Netherlands, such as protection against unfair dismissal, discrimination, and harassment. Understanding and following these regulations will help to avoid legal issues and ensure a positive and compliant work environment for your employees.
Furthermore, it is essential to keep abreast of any changes to labor laws and regulations in the Netherlands, as these may affect your business and its employment practices. Staying informed and seeking legal advice, if necessary, will help you to understand Dutch labor laws and ensure that your business is compliant.


Overall, having a clear understanding of Dutch labor laws and ensuring that your employment contracts and practices are in accordance with these laws is essential for running a successful and legally compliant business in the Netherlands. 
It is essential to have clearly defined employment contracts that outline the terms and conditions of work. These contracts must comply with Dutch labor laws and reflect the specific requirements of your business.


Networking and Building Connections in the Netherlands

Establishing connections and creating a network are essential for the prosperity of every business. In the Netherlands, there are numerous business networking opportunities, groups, and online platforms that can assist you in growing your professional network and establishing connections with potential customers, collaborators, and financiers.


A prime illustration is the Chamber of Commerce (KVK), which hosts networking events, seminars, and other tools for business owners. The Netherlands Chamber of Commerce also offers valuable assistance and resources during the formation of a Dutch company.


Another organization is the Netherlands Enterprise Agency (RVO), which supports businesses in various sectors, including international trade, innovation, and sustainability. They offer funding programs, market insights, and matchmaking services to help businesses thrive.

Furthermore, there are industry-specific associations and trade organizations that can provide networking opportunities and industry insights. These organizations often organize conferences, seminars, and other events where you can connect with like-minded professionals and stay updated on the latest trends in your industry. 


Additionally, there are also local business support organizations, such as economic development agencies or business improvement districts, that offer resources and support tailored to specific regions or neighborhoods within the Netherlands.

Overall, there are many organizations and resources available to support entrepreneurs and businesses in the Netherlands. From general business support organizations like the KVK and RVO to industry-specific associations and local business support entities, these organizations offer a wide range of resources and opportunities for networking, learning, and growing your business in the Netherlands.


The most attractive sectors for investment in the Netherlands

The Netherlands presents numerous appealing sectors for investors and consistently ranks as one of the most attractive countries for foreign investment in Europe. Leading the pack are the technology, agriculture, and renewable energy industries. 
The technology sector is at the forefront, bursting with innovation and startups, particularly in the areas of FinTech and medtech. The Holland Startup Pavilion, for instance, has consistently recorded significant attention at the Consumer Electronics Show in Las Vegas. Similarly, the thriving FinTech industry in Amsterdam has garnered substantial global investment, making it a promising field for investors.


Furthermore, the Netherlands is a global leader in agriculture, especially in sustainable agriculture—despite its small size, it is the globe's second-largest exporter of food as measured by value. Thus, the agri-food sector offers substantial investment opportunities, with a particular emphasis on Europe's rising bioeconomy.


Finally, the renewable energy sector in the Netherlands is seeing an upswing as the country pushes to meet its sustainable goals and reduce its dependency on fossil fuels. As such, companies involved in wind energy, solar power, and other forms of renewable energy are becoming increasingly appealing investment prospects. 


Moreover, the established infrastructure, skilled workforce, and supportive government policies create a conducive environment for investment across all these sectors in the Netherlands.
Therefore, from agriculture to renewable energy and technology, the Dutch market offers impressive, diverse opportunities for investors with its innovative solutions, pushing the boundaries of what is achievable in each sector. With such a wide variety of promising spheres to consider, the Dutch investment landscape undeniably offers exciting potential for sustained growth and substantial returns on investment.

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Get Started with your Company Formation in the Netherlands!

Starting a business in the Netherlands is simpler then you might expect, using the company formation portal of House of Companies. By following the steps outlined in this article, you'll be well-prepared to start your market entry to the Netherlands.


Remember to conduct thorough market research, register your company with the Dutch Chamber of Commerce, choose the right legal structure, understand the Dutch tax system and obligations, secure funding, comply with labor laws, and leverage business networking opportunities.


With the right knowledge, support, and determination, you can turn your Dutch business dream into a reality. So, take the leap and embrace the entrepreneurial spirit of the Netherlands. Your success awaits! First and foremost, conducting thorough market research is essential to understanding the demand for your product or service in the Netherlands. 


Securing funding is often a major challenge for new businesses. Whether through bank loans, grants, or investment from venture capitalists, having a solid financial plan and seeking the right funding sources will be crucial for getting your business off the ground.
Complying with labor laws is essential if you plan to hire employees in the Netherlands. This includes understanding employee rights, minimum wage laws, and employer responsibilities such as pension contributions and healthcare coverage.


Finally, leveraging business networking opportunities can help you build valuable connections and access resources and support. Joining industry associations, attending networking events, and seeking mentorship can provide you with guidance and support as you navigate the Dutch business landscape.


With these steps in mind, you're well on your way to starting a successfull company in the Netherlands.

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