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Netherlands Company Formation Agents - How they (should) Work!
Are you thinking of starting a business in the Netherlands? One important step is finding a reliable company agent to help with legal and...
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What is a private limited company or bv?
A private limited company is a type of business structure where the company's shares are owned by a select group of individuals or institutions and are not publicly traded. In the Netherlands, this type of company is known as a "besloten vennootschap" or BV. This legal structure offers limited liability to its shareholders, meaning their personal assets are not at risk in the event of company debt or legal action. The shareholders' liability is limited to the amount they have invested in the company. A BV also has a separate legal identity from its owners, allowing the business to enter into contracts, own property, and take legal action in its own name.
Setting up a BV requires meeting certain legal and financial requirements, including drafting articles of association, appointing a director, and providing a minimum share capital of at least 0.01 euro. This business structure is popular among entrepreneurs in the Netherlands due to its flexibility and limited liability protection.
Incorporation process in the Netherlands
It has never been required to visit the Dutch notary in person to incorporate your Dutch business. But since the Covid-19 outbreak, Dutch notaries have embraced Video Calling, to allow entrepreneurs to start a Dutch BV without even leaving the house!
It’s common practice to visit the Netherlands to establish the B.V, which will also allow you to obtain a Dutch bank account for your business.
But since there is no legal requirement to open a Dutch bank account, and Dutch banks have become more reluctant to open bank accounts for so-called ‘non-resident’ companies, it is becoming more popular to start the Dutch BV without visiting the Netherlands.
In case you need a bank account for your Dutch company, you can consider to open an account with an EMI (Electronic Money Institution) such as Transferwise, or to open a bank account in your (overseas) home country.
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Select a legal business structure (rechtsvorm) when starting a Dutch business
When starting a business in the Netherlands, it is important to carefully consider and select the appropriate legal business structure, known as "rechtsvorm" in Dutch.
The most popular entity for entrepreneurs in the Netherlands is the Dutch BV (Besloten Vennootschap) or private limited liability company. This structure offers limited liability for the shareholders, separate legal personality for the company, and a flexible management structure. Another option is the Dutch NV (Naamloze Vennootschap) or public limited liability company, which is typically used for larger businesses and allows for the offering of shares to the public. For those looking to establish a non-profit organization, the foundation (stichting) is a common choice. This structure is ideal for charities, cultural institutions, and other non-profit activities.
When choosing a legal business structure, it is important to consider the specific needs and goals of the business, as well as the potential tax implications and regulatory requirements. Entrepreneurs should also consider the implications for the distribution of profits, the rights and responsibilities of the shareholders or members, and the potential for future growth and expansion.
Additionally, it is advisable to seek professional legal and financial advice when establishing a business in the Netherlands, as the process can be complex and the choice of legal structure can have long-term implications for the business. By carefully considering the options and seeking expert guidance, entrepreneurs can select the most suitable legal business structure for their Dutch business, setting a solid foundation for future success and growth.
CHOOSE A TRADE NAME FOR YOUR COMPANY IN THE NETHERLANDS
When choosing a trade name for your company in the Netherlands, there are a few important things to consider. First, it's important to choose a name that is unique and not already in use by another company in the same industry. You can check the availability of a trade name through the Netherlands Chamber of Commerce (Kamer van Koophandel) to ensure there are no conflicts. It's also a good idea to choose a name that reflects the nature of your business and is easy to remember for potential customers. Additionally, consider the potential implications of the name in different languages, as your business may operate internationally. Once you have chosen a trade name, you can register it with the Chamber of Commerce to secure its use. Keep in mind that the name of your company will also be used for business correspondence, marketing materials, and in dealings with customers, so it's important to choose a name that you are comfortable representing your brand. Overall, taking the time to carefully select a trade name can help set your company up for success in the Dutch market.
How long does it take to start a Dutch BV?
It takes about 2 days to start a Dutch BV. However the exact time frame depends on the availability of the Dutch notary, and how quickly you can handover the correct (signed) documentation.
Once you decide to start a Dutch BV, and instruct a notary in the Netherlands, it takes about 1-2 days to obtain the draft of the Formation Deed. In case you are not familiar with the Dutch notary yet, you might first need to discuss the fees.
Once the notary has provided you with the draft formation deed, you can aslo 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.
In general, it takes about 2 working days to obtain a quote from the notary. In some cases, you might get the quote instantly, but for global entrepreneurs this is not likely. Any standard rates which might be mentioned on the website of the notary, typically do not apply for ‘non- residents’ (due to extra Due Diligence background research requirements).
The step-by-step overview (below) also 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.
Register your new Dutch company with the Dutch Business Register and Dutch Tax Administration
If you have recently started a new company in the Netherlands, it is important to ensure that you are properly registered with the Dutch Business Register and the Dutch Tax Administration. The Dutch Business Register, also known as the Handelsregister, is a central register where all businesses in the Netherlands must be registered. This includes sole proprietorships, partnerships, and private limited companies. Registering with the Handelsregister is a statutory requirement and failure to do so can result in fines or other penalties. The registration process can be completed online through the website of the Dutch Chamber of Commerce, making it a relatively straightforward process. In addition to registering with the Business Register, it is also necessary to register with the Dutch Tax Administration, known as the Belastingdienst. This registration is essential for fulfilling tax obligations and receiving important information about tax regulations and deadlines. The Dutch Tax Administration will issue a unique tax identification number, known as the Burgerservicenummer (BSN), which is required for all business transactions in the Netherlands. Registering with both the Dutch Business Register and the Dutch Tax Administration is an important step in the establishment of your new business, and ensures that you are in compliance with Dutch regulations. It is recommended to seek professional guidance to ensure that the registration process is completed accurately and efficiently.
Changing the legal structure of a Dutch BV
When changing the business structure of a Dutch BV, there are several key components that may need to be addressed. One important aspect to consider is the change of director. This may occur if the current director steps down and a new individual takes over the role, or if there is a change in the board of directors. In this case, the necessary paperwork and legal formalities must be completed to ensure the smooth transition of authority within the company. Additionally, a change of address may also be necessary if the company moves to a new location. This will involve updating official documents and notifying relevant authorities of the new address. Another potential change is the change of shareholder, which may occur if a shareholder sells their shares or new investors come on board. This will require a transfer of ownership and the necessary legal documentation to reflect the change in ownership structure. Furthermore, a change of company name may also be undertaken, which involves officially registering the new name with the Chamber of Commerce and updating all relevant legal documents and contracts. Finally, a change of share capital may also be necessary if the company decides to increase or decrease its share capital. This may involve obtaining shareholder approval and filing the appropriate paperwork with the relevant authorities. Overall, changing the legal structure of a Dutch BV involves navigating several complex and interconnected processes, each with its own set of legal requirements and formalities. Therefore, it is important to carefully consider and plan for these changes in order to ensure compliance with Dutch corporate law and regulations.
Checklist Dutch BV Formation
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)
You have decided on the share capital (size & amount of shares)
It has been determined if al; shareholders and directors will visit Netherlands, or either of them will provide legalized documents
It has been decided if a Dutch bank account will be opened (if so, to keep the corporate structure simple)
Before visiting the Netherlands, or signing the formation deed remotely, you have a full understanding of the formation deed
A visit to the Netherlands is required to open a Dutch bank account, although a Dutch bank account is not legally required
In order to open a Dutch bank account, the Dutch bank might require the director to apply for a BSN/TAX ID first
Before visiting Netherlands all meetings (city council, notary, bank) should be confirmed (by your Incorporation Officer)
Consider a Plan B, in case the Chamber of Commerce does not register your Dutch BV within 24 hours after the notary has registered the company, in case you scheduled a meeting with the bank the next day
If you don’t speak English fluently, the notary and/or bank might require you to involve a translator in the process
Bring along a English/legalized paper-based residential proof of address (this can’t be an ID or driver's license showing your address) & consider the other document requirements for your company
This checklist is meant as a general guideline. There are many variables possible during the formation of a Dutch BV.
Check out our other Members Portal for more information. Feel free to leave a comment below, to get input from other (Dutch) entrepreneurs to establish a company in the Netherlands.
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Process of Setting up a bv in a few steps for global entrepreneurs
Setting up a BV (Besloten Vennootschap) in the Netherlands is a straightforward process that can be completed in just a few steps, making it an attractive option for global entrepreneurs looking to establish a presence in Europe. The first step in setting up a BV is to choose a unique company name and have it approved by the Chamber of Commerce. Once the name is approved, the next step is to draft the articles of association and have them notarized by a qualified notary.
This essential legal step provides the BV with a legal framework for its operation and management, ensuring that all stakeholders understand their rights and responsibilities within the company. Notarization also adds an extra layer of legitimacy to the business, which is crucial for attracting investors and conducting business with other companies. With the rise of remote incorporation services, entrepreneurs can now complete the entire process of setting up a BV from anywhere in the world, saving time and money on travel expenses.
After the articles of association are notarized, the next step is to gather the necessary Know Your Customer (KYC) documents, such as passports and proof of address, and have them legalized with an Apostille. Legalization with an Apostille is a process by which the signatures and seals on official documents are authenticated for use in foreign countries, making them valid and legally recognized. Once all the necessary documents are prepared and legalized, they can be submitted to the Chamber of Commerce, along with the notarized articles of association, to officially register the BV and obtain a registration number.
After the registration is complete, the BV can begin operating and conducting business in the Netherlands and beyond, benefitting from the country's strategic location, excellent infrastructure, and favorable business climate. Overall, the process of setting up a BV for global entrepreneurs involves choosing a unique company name, notarizing the articles of association, gathering and legalizing KYC documents with an Apostille, and finally registering the company with the Chamber of Commerce, allowing for a smooth and efficient entry into the European market.
Select a Notary in the Netherlands
House of Companies has no partnerships with Dutch notaries, and we do not suggest any specific notary firm. House of Companies does not provide any services or support, concerning the formation of your Dutch BV. The Dutch notaries are highly regulated, and you find find more about the tasks and act 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 its own rules that Dutch notaries must comply with. The KNB manages an online register in which all notaries in the Netherlands are listed, the Notary Register. Alternatively, you can try this list of Dutch notaries.
What you need to set up a Dutch company!
In order to set up a Dutch company, there are several key requirements that need to be met. First and foremost, you will need to choose a suitable business structure, such as a sole proprietorship, partnership, or a private limited company (BV). Then, you will need to register the company with the Dutch Trade Register and obtain a Chamber of Commerce (KVK) number. Additionally, a business bank account will need to be opened in the company's name, and a minimum share capital of €0.01 for a BV will need to be deposited. It is also important to draft the company's articles of association and have them notarized. Depending on the type of business, certain permits or licenses may be required. Furthermore, it is essential to arrange for the company's tax registration with the Dutch Tax and Customs Administration. Finally, it is highly recommended to seek the advice of a legal or financial professional to ensure that all legal and financial aspects of setting up a company in the Netherlands are properly addressed.
Dutch company address legal requirement for global entrepreneurs
For global entrepreneurs looking to establish a presence in the Netherlands, it is essential to understand the legal requirements for company addresses. The Dutch Chamber of Commerce mandates that all companies operating within the country must have a registered business address. This address is used for official correspondence, and failure to comply with this requirement can result in penalties or even the dissolution of the company.
However, for international entrepreneurs who may not have a physical presence in the Netherlands, there are alternative solutions available. Many companies offer virtual office services that provide a professional business address for registration purposes, along with mail forwarding and other administrative support. This allows global entrepreneurs to fulfill the legal requirement for a Dutch company address without the need for a physical office location. By utilizing these services, international businesses can ensure compliance with Dutch regulations while maintaining flexibility and cost-effectiveness in their operations. Overall, understanding and fulfilling the legal requirements for company addresses is crucial for global entrepreneurs looking to establish and maintain a successful business in the Netherlands.
What you don’t need to set up a dutch company!
When setting up a Dutch company, there are several things that you don’t need to worry about. First, there is no requirement for a local shareholder to be involved in the company. This means that foreign investors can have full ownership of their Dutch company without needing to involve a local partner. Similarly, there is no need to appoint a local director for the company. Any corporate body can be appointed as the director of a Dutch company, allowing for flexibility and ease of management. Additionally, there are no restrictions for non-EU nationals looking to establish a company in the Netherlands. This means that people from outside of the EU can also set up companies in the country without facing additional barriers or limitations. These factors make the process of setting up a Dutch company more accessible and appealing to international investors and entrepreneurs. With the ability to have full ownership, appoint any corporate body as a director, and lack of restrictions for non-EU nationals, the Netherlands offers a welcoming environment for foreign businesses to establish themselves and thrive in the Dutch market.
The flex BV in the Netherlands; What is it?
The flex BV in the Netherlands is a flexible form of a private limited liability company (BV) that was introduced in 2012. The flex BV structure was created to make it easier for entrepreneurs to set up and manage their businesses in the Netherlands. One of the key features of the flex BV is the low share capital requirement, which has been reduced from €18,000 to just €1. This makes it more accessible for small businesses and startups to establish themselves as a BV. Another important aspect of the flex BV is its flexibility in terms of corporate governance and shareholder rights. This allows for a more customizable approach to setting up and managing the company, which is more comparable with the UK Limited company structure. The introduction of the flex BV has been well received by entrepreneurs and has led to an increase in the number of BVs being established in the Netherlands. Overall, the flex BV provides a more modern and adaptable framework for businesses to operate within the Dutch legal system, making it a popular choice for both local and international entrepreneurs looking to establish a presence in the Netherlands.
Uses of a BV company in the Netherlands
A Besloten Vennootschap (BV) company in the Netherlands has a range of uses for businesses looking to establish a presence in the country. One common use of a BV company is for e-commerce businesses looking to operate in the Netherlands. With its strategic location and strong infrastructure, the Netherlands is a prime location for companies looking to expand their e-commerce operations into Europe. A BV company can also be used for import and export activities, taking advantage of the Netherlands' position as a major hub for global trade. Additionally, a BV company can be established as a holding company, providing a favorable tax environment for businesses looking to centralize their financial operations in the country. Furthermore, Dutch BV companies can also be a beneficial tool for businesses looking to relocate staff to the Netherlands. Whether it's a temporary secondment or a permanent move, having a registered BV company can help facilitate the process of relocating staff by providing a legal entity in the country. This can be particularly useful for multinational companies looking to establish a presence in the Netherlands or for companies looking to transfer staff from abroad. Overall, a Dutch BV company provides businesses with numerous options for establishing a legal and operational foothold in the Netherlands. Whether it's for facilitating e-commerce operations, managing import and export activities, centralizing financial operations through a holding company, or facilitating the relocation of staff, a BV company offers a flexible and advantageous option for businesses looking to operate in the Netherlands. With the right legal and accounting support, businesses can navigate the process of establishing and operating a BV company, taking advantage of the many uses and benefits it offers for expanding into the Dutch market.
Opening a bank account for a Dutch BV
When opening a bank account for a Dutch BV, there are a few options to consider. Traditionally, many businesses have relied on retail banks for their banking needs. However, there is another option available called Electronic Money Institutions (EMIs). EMIs are financial institutions that are licensed to provide banking services such as issuing debit cards, transferring money, and facilitating electronic payments. One of the advantages of using an EMI is that it can often be easier and faster to open an account compared to traditional retail banks. Additionally, EMIs may offer more competitive rates and lower fees for certain services. Another benefit of using an EMI is that they typically do not require a local bank account for the BV, making it a more flexible option for businesses operating internationally. This can be especially advantageous for foreign businesses looking to establish a presence in the Netherlands without having to navigate the complexities of setting up a local bank account. Overall, while retail banks have been the traditional choice for business banking, EMIs offer a modern and convenient alternative for opening a bank account for a Dutch BV, with the added benefit of not requiring a local bank account.
Differences between the Dutch BV and the Dutch NV (Joint Stock)
In the Netherlands, there are two main types of business entities: the Besloten Vennootschap (BV) and the Naamloze Vennootschap (NV). While both are limited liability entities, there are several key differences between the two. The BV is more commonly used for small to medium-sized businesses, offering more flexibility and less stringent regulations compared to the NV. BVs are required to have at least one shareholder and one director, and their shares are not freely transferable. On the other hand, NVs are typically used for larger businesses and are subject to stricter regulations. NVs are required to have a minimum share capital of €45,000 and have a more formal corporate structure, with a mandatory two-tier board system. Additionally, NV shares are freely transferable on the stock exchange. Understanding these differences is crucial for entrepreneurs looking to establish a business in the Netherlands.
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The costs of setting up a BV
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The costs related to the set up of a Dutch BV are approximately 400 -750 EUR. In case you are a non-resident entrepreneur, you should consider total costs of about 1.500 EUR.
The costs mainly consist of notary charges, plus a fee of 50 EUR which is charged by the Chamber of Commerce after registration of the BV.
Online formation websites, such as ligo.nl, or firm24.com are known to cause delays for global entrepreneurs, since they are mainly focused on Dutch residents. Global entrepreneurs typically require more attention, and non-standard statutory documents. Ideally, you would deal directly with the Dutch notary. Many Dutch notaries have English websites, and some of them list their prices, even for non-residents, on their website.
Setting up a Dutch BV involves various costs, including notary fees, Chamber of Commerce fees, and potentially agent fees. Notary fees are incurred for the drafting of the deeds required to establish the BV, as well as for any legal advice and assistance provided during the process. The exact amount of notary fees can vary depending on the complexity of the BV's structure and the services provided by the notary. Additionally, there are fees associated with registering the BV at the Chamber of Commerce, which also vary depending on the company's activities and structure. These fees cover the administrative costs of processing the registration and ensuring the company's compliance with legal requirements. Optionally, businesses may also choose to enlist the services of an agent to assist with the setup of their BV, which could incur additional fees. Agent fees can cover a range of services, including tax advice, business registration assistance, and ongoing support in navigating Dutch business regulations. While the costs of setting up a Dutch BV can add up, proper planning and due diligence can help businesses manage these expenses and ensure a smooth and compliant establishment process.
Relevant Taxes for the Dutch BV
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Dutch limited companies, such as the BV, pay corporate taxes on an annual basis. Based on the Financial Statements, which must be prepared within 5 months of the end of the (first) book year, it will file its corporate tax return. Our Entity Management portal provides a tutorial on how to file your corporate tax return yourself, especially if your Dutch company had only few transactions, this should be a simple process.
In the Netherlands, private limited companies are subject to corporate tax, which is currently set at a rate of 15%-25% depending on the company's profits. This tax is levied on the company's worldwide income, including its domestic and foreign subsidiaries. Along with corporate tax, there is also a withholding tax on dividends, interest, and royalties paid to non-resident entities, though the rates may vary based on bilateral tax treaties.
Private limited companies in the Netherlands may also have no VAT obligation if their turnover is below a certain threshold, which is currently set at €20,000. However, if a company's turnover exceeds this threshold, it is required to register for VAT and file periodic returns. Additionally, private limited companies in the Netherlands are required to file their annual corporate tax return within 6 months after the end of the book year. T
his return should include the company's financial statements, as well as additional documentation and information related to the company's activities and transactions. It is worth noting that the tax landscape in the Netherlands is complex and constantly evolving, thus it is advisable for private limited companies to seek professional advice and assistance to ensure compliance with all tax regulations and requirements. By understanding and fulfilling these tax obligations, private limited companies can effectively manage their tax liabilities and maintain good standing with the authorities, while also maximizing their tax efficiency and optimizing their financial performance.
The corporate tax rate in the Netherlands is 19% upto 200.000 EUR in profits (2024). Above 200.000 EUR, the corporate tax rate is 25,8%.
Only companies that have their actual operations (or management & control) in the Netherlands, pay corporate tax in the Netherlands. If so, they pay on their worldwide income.
A Dutch BV only pays corporate taxes, if it made a profit.
If a Dutch BV has made a profit, and paid it’s corporate taxes, it might be planning to pay out the remaining of his profits as dividends. 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.
If a Dutch company is operational, and provides goods or services, it might also be required to register for VAT. In such case its required to charge 21% (or 9%) VAT on certain type of transactions.
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.
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Required Information to Start the Dutch BV
To prepare the formation of your Dutch BV the Dutch notary will require the following:
The desired company name (a second alternative is also suggested)
The full name, date of birth, address and nationality of all directors
The full name, date of birth, and address of all shareholders
The company’s proposed business activities
The (Dutch) address where the Dutch company will be based (or will use a registered office service) (a rental agreement, or permission letter must be made available to the notary)
An overview of the organisational chart, in case corporate shareholders or directors are involved (each ultimate shareholder owning more than 25% of the shares must be included)
You can prepare an email, and send it to the Dutch notary that you like to work with. It might be suggested to establish contact first, and obtain a price overview, before sending the full instruction. Find the contact details of the Dutch notaries in our Dashboard.
Corporate Support you need to consider for Dutch BV's
When operating a Dutch BV (Besloten Vennootschap), it is important to consider corporate support services to ensure smooth and compliant operations. One crucial aspect to consider is the compliance calendar, which helps in keeping track of important deadlines for annual filings, tax payments, and other regulatory requirements. Engaging corporate support services can help in managing the compliance calendar efficiently, ensuring that all deadlines are met without any delays or penalties.
Furthermore, companies may need to make changes to their corporate structure as they grow and evolve. This could include issues such as adding new shareholders, changing the company's articles of association, or transferring shares. Corporate support services can provide guidance and assistance in navigating the legal and administrative processes involved in making such changes, helping to ensure that they are carried out in accordance with Dutch corporate law and regulations.
In addition, tax filing notifications are a critical aspect of running a Dutch BV. Companies must ensure that they are aware of all tax filing deadlines and requirements to avoid penalties and maintain good standing with the tax authorities. Corporate support services can assist in managing tax filing notifications, ensuring that all necessary documentation is prepared and submitted in a timely manner. They can also provide expert advice on tax planning and optimization, helping companies to mitigate their tax liabilities while remaining compliant with Dutch tax laws.
Engaging corporate support services for a Dutch BV can provide a range of benefits, including peace of mind, operational efficiency, and risk mitigation.
Liability for overseas directors in a Dutch company
Liability for overseas directors in a Dutch company can be a complex issue that requires careful navigation of Dutch corporate law. Under Dutch law, directors of a company can be held personally liable for damages if they act negligently, fraudulently, or unlawfully in the performance of their duties.
This means that overseas directors of a Dutch company must ensure that they are fully aware of their legal obligations and responsibilities under Dutch law, as well as any potential liabilities they may face. It is important for overseas directors to understand the legal and regulatory framework in the Netherlands, including the specific duties and responsibilities of directors, as well as the potential consequences of breaching those duties. Additionally, overseas directors should be aware of any specific provisions in the company's articles of association or shareholder agreements that may impact their liability. Seeking legal advice from a qualified Dutch corporate attorney can be essential in ensuring that overseas directors fully understand their legal obligations and liabilities in the context of a Dutch company.
Furthermore, overseas directors should also consider obtaining appropriate insurance coverage to protect themselves against potential liability. It is important to note that the liability of overseas directors in a Dutch company may differ depending on the specific circumstances of the case, such as the nature of the company's business, the actions of the directors, and any relevant contractual or statutory provisions.
Therefore, it is crucial for overseas directors to seek legal advice and conduct thorough due diligence to understand their potential liabilities and take appropriate measures to mitigate their risks. By understanding and actively managing their potential liabilities, overseas directors can effectively fulfill their duties and responsibilities while operating within the legal and regulatory framework of the Netherlands.
Ending a Dutch bv, and dissolve it in the Chamber of Commerce
When ending a Dutch bv (besloten vennootschap), the first step is to hold a meeting of shareholders to pass a resolution to dissolve the company. This resolution must be passed by at least two-thirds of the votes, unless the articles of association provide for a different majority. Once the resolution has been passed, the company must notify the tax authorities, as well as any creditors and employees, of the decision to dissolve. The next step is to liquidate the company's assets and use the proceeds to pay off any outstanding debts. Any remaining funds can then be distributed to the shareholders. Once all the company's affairs have been settled, the final step is to file a request for dissolution with the Chamber of Commerce. This request must be accompanied by a statement from a director or liquidator confirming that all obligations have been fulfilled and all assets have been distributed. The Chamber of Commerce will then publish a notice of the dissolution in the Official Gazette, and the company will be officially deregistered. It's important to note that the entire process of ending a Dutch bv can be quite complex and time-consuming, so it's advisable to seek professional legal and financial advice to ensure everything is done correctly and in compliance with Dutch law. Overall, ending a Dutch bv involves several steps, including passing a resolution to dissolve, notifying the relevant authorities and stakeholders, liquidating the company's assets, and filing a request for dissolution with the Chamber of Commerce.
Reserving a Company Name for your Dutch Company
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It’s not possible in the Netherlands to reserve your company name , before the registration of your company. You can simply research the Dutch Trade Register (Kamer van Koophandel) if a company name is already in use. In case a company name is already in use, but by a company who operated 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
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In order to register a Dutch BV, it’s required to rent a local registered office address (also called a flexi-desk). 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.
Before final registration of the Dutch company, you need to consider the following matters:
Your company will require 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
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 Entity Management portal 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.
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Appointing Directors
In order to register a Dutch BV, it’s required to appoint at least 1 director. The director can be a private or corporate body. The director and the shareholder can also be the same person, and he does not have to be resident in the Netherlands.
Technically, the first director of the company is appointed via the Formation Deed, or the first shareholders meeting. The formation deed of the Dutch BV will also determine, how new directors will be appointed in the future (or how directorships can be terminated).
A statutory 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. The titular director is only authorized to represent if he has obtained a power of attorney from the statutory board.
About Signing authority, from directors to Powers of Attorney, in a Dutch BV
In a Dutch BV (Besloten Vennootschap), the signing authority is a crucial aspect of the governance and management of the company. Initially, the directors of the BV are granted the signing authority by the company's articles of association. This allows them to act on behalf of the company in legal and financial matters, such as entering into contracts or making decisions related to the company's operations. However, the signing authority can also be granted to others, such as specific employees or individuals with a Power of Attorney. When someone other than a director is given signing authority, it is important to clearly define the scope and limitations of their powers. This can be done through a Power of Attorney, which outlines the specific tasks or decisions that the individual is authorized to carry out on behalf of the company. Additionally, it is important to keep updated records and documentation of the signing authority, to ensure transparency and accountability within the company. Furthermore, it is crucial for the directors to regularly review and monitor the signing authority within the company, to prevent any misuse or unauthorized actions. Overall, the signing authority in a Dutch BV is a significant aspect of the company's functioning, and it is essential for the directors to have a clear understanding of who has the authority to act on behalf of the company, and under what circumstances. Maintaining clear guidelines and documentation regarding signing authority can help to promote efficient and effective decision-making within the company, while also safeguarding against potential issues or disputes.
Relocate Staff from overseas to the Netherlands
Relocating staff from overseas to the Netherlands can be a complex process, but there are several options available to make it smoother and more efficient. One such option is the intra-corporate transfer scheme, which allows companies to transfer their employees from one country to another within the same company. This could be the ideal solution for companies looking to bring in staff from abroad to work in their Dutch office. Another option is the highly skilled migrant program, which is designed to attract highly skilled workers from overseas. This program allows companies to hire employees with specific skills and expertise, making it easier to bring in the best talent from around the world. Additionally, companies can also consider becoming the employer of record for their overseas staff. This means that the company takes on the legal responsibilities and obligations of being the employer, including payroll, benefits, and compliance with local labor laws. This can simplify the process of bringing staff to the Netherlands, as the company becomes the official employer in the eyes of the law. Furthermore, companies can also aim to become recognised sponsors for immigration purposes.
This means that the company is officially recognised by the Dutch immigration authorities as a trusted and reliable employer that meets certain criteria for bringing in foreign workers. Becoming a recognised sponsor can streamline the immigration process for the company and their overseas staff, making it easier to navigate the complexities of immigration laws and regulations.
In conclusion, there are several options available for companies looking to relocate staff from overseas to the Netherlands, and each option has its own advantages and considerations. Whether through the intra-corporate transfer scheme, the highly skilled migrant program, or becoming the employer of record or a recognised sponsor for immigration purposes, companies have various pathways to bring in the best talent from around the world and make the relocation process as smooth and efficient as possible.
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Check the Business License Requirements for your Dutch Company
Company Formation in the Netherlands is only the first step. Next, is the actual market entry.
The Netherlands is a thriving market with opportunities for market entry in a variety of industries. One of the most popular industries in the country is the technology sector. The Netherlands has a strong and innovative tech ecosystem, with companies such as Philips, ASML, and Booking.com leading the way. Market entry into the technology industry in the Netherlands can be lucrative, as the country is known for its highly educated workforce and supportive business environment. Another popular industry in the Netherlands is the agriculture and food sector. The country is a major exporter of agricultural products and is home to some of the world's leading agri-food companies, such as Nutreco and FrieslandCampina. Market entry into the agriculture and food sector in the Netherlands can be profitable, as the country is at the forefront of sustainable farming and food innovation. Additionally, the healthcare and life sciences industry is a popular sector for market entry in the Netherlands. The country is home to a robust healthcare system and world-renowned research institutions, making it a prime location for companies looking to enter the healthcare market.
With a strong emphasis on innovation and collaboration, the healthcare and life sciences industry in the Netherlands offers ample opportunities for market entry. Moreover, the creative and design industry is also a popular sector for market entry in the Netherlands. The country has a vibrant creative scene, with established companies such as Philips and G-Star Raw, as well as a burgeoning startup community. Market entry into the creative and design industry in the Netherlands can be rewarding, as the country is known for its design expertise and creative talent. Overall, market entry into these popular industries in the Netherlands can be a strategic and profitable move for companies looking to expand their business internationally. With a supportive business environment, a highly educated workforce, and a strong emphasis on innovation, the Netherlands offers ample opportunities for companies looking to enter these thriving sectors.
Most business activities in the Netherlands, do NOT require a business license. This means that once your Dutch company is registered, you are ready to start your business.
The Dutch Trade Register (KvK.nl) allows you to list multiple type of activities for your company. So your business can be both an import/export company, as a restaurant, at the same time. It’s useful to check if your Formation Deed is also compliant with this.
Before you start a new operational activity, it’s advised to inform the Trade Register, to avoid any issues. Even if your Formation Deed does not list a specific type of activity, the Trade Register would typically approve the new listing.
The most common industries which would require a business license in The Netherlands are:
Financial Service; Banking, acting as financial intermediary, providing corporate services
Transport/Logistic Services; There are various permits for entrepreneurs in the transport sector. For example, you need permits to transport goods within and outside the European Union. As a taxi company, bus transport and water transport you must also have certain permits. In most cases you can contact the National and International Road Transport Organization (NIWO) for this.
Restaurants, Hotels, Bars; Are you an entrepreneur in the hospitality industry and do you serve alcohol to consume on the spot? Or do you serve drinks as an association or foundation? Then you need a drink and catering license from the municipality. Even if you only serve alcohol-free, you need a license in some municipalities. Staff members must be 16 or older, for example. You also need permits for the sale of tobacco or the placing of a slot machine. Your catering company must also meet certain design requirements, such as toilet facilities and mechanical ventilation. There are also requirements for accessibility for the disabled. You probably also play music in your catering business.
Retail License; Food Trucks, sales cars/stalls must apply for ‘vent’ permits in some municipalities or report their activities. The rules might vary per municipality
Activities related to trading, import and export are typically not regulated and do not require a license.
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