Company Registration in Netherlands

Company Registration in Netherlands

Netherlands is located in Western Europe and is also known as Holland. Amsterdam is largest city in Netherlands comprising of various commercial services. It is a country where businesses can be set up easily. Rotterdam is considered as the busiest port in the European Union (EU). Due to this, large commercial establishments want to set up their business in Netherlands. Hence investors go for the process of company registration in Netherlands. Company registration in Netherlands is a straightforward procedure. However, it is important for the investor to know the formalities for registration.

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  • Procedure for Company Registration in Netherlands
  • Documents required for company registration in Netherlands
  • Liaising with the concerned regulatory authority for company registration in Netherlands
  • End-to-End support
Company Registration in Netherlands

Company Registration in Netherlands- An Overview

Netherlands forms the Western province in the European Union (EU). There are lot of commercial activities which occur in this country. Another added advantage to this, is that this country has different treaties and bilateral agreements with other member states. Hence investors go for the process of company registration in Netherlands.

When it comes to ease of doing business, Netherlands is ranked 24th in the world. This statistics is as per data provided by the World Bank. Netherlands offers world class infrastructure and transportation facilities which attract more investors to fund businesses.

According to the global transparency index, Netherlands is ranked as the eight least corrupted countries in the world. Hence different investors would want to go for the process of company registration in Netherlands.

Benefits of Company Registration in Netherlands

The following are the benefits of company registration in Netherlands:

Benefits of Company Registration in Netherlands
  • Ease of doing business

    As per statistics of the World Bank, Netherlands is ranked 24th place in the world for ease of doing business. Due to this, entrepreneurs and investors want to go for the process of company registration in Netherlands.

  • Infrastructure Facilities

    Global infrastructural facilities are offered in Netherlands. There are high speed railways systems in Netherland that make transportation easy. Rotterdam is the largest seaport in the EU. Due to this, there is ease of conducting commercial trade in areas related to fisheries and cargo goods.

  • Government Incentives

    Different forms of incentives are offered by the government to foreign entrepreneurs. Apart from this, there is limited government interference when it comes to foreign investment in the country.

  • Tax System

    Netherlands has one of the most efficient tax systems in the world. All systems related to filing tax and tax returns are carried out online. Annual tax can be settled as per the requirements of the concerned authorities.

  • Annual Audit

    Any individual going for company registration in Netherlands does not require to carry out annual audit requirement if the following criteria is sufficed:

    • If the turnover of the business is less than EUR 8.80 Million; and

    • If the firm has lesser than 50 employees.

  • Skilled Employees

    As per statistics, individuals in Netherlands have high literacy. More than 90% of the population is literate. Hence skilled and diverse work force would offer their services to companies.

Types of Business Structures for Company Registration in Netherlands

An investor must first choose a suitable business structure for carrying out the business in Netherlands. There are different forms of business structures in Netherlands, hence it would be preferred if the investor researches the type of business before going for registration. The following types of business structures can be utilised for company registration in Netherlands:

Types of Business Structures for Company Registration in Netherlands
  • C.V (Limited Partnership Entity)

    This is not considered as a legal entity in Netherlands. However, it is a partnership agreement between limited partners. However, in this form of business the liability of few partners is unlimited. There are usually general partners and limited partners in this form of entity. All the respective rights and liabilities related to this entity would be determined based on the agreement.

  • Cooperative UA

    This is also considered as a Cooperative business that has the status of limited liability. The principle of separate legal entity would also be applicable to this form of entity. There would be members of the cooperative who appoint directors and other executives to carry out the business of the cooperative. Members are appointed to be considered in the board. Hence the cooperative is required to appoint only members to carry out directors duties.

  • Branch Office

    The branch office is an entity which is registered by the foreign company. A company that has its operation outside Netherlands would usually open this form of entity. This entity would be a local office to carry out different business activities. A company representative can be appointed to carry out the functions with respect to the Branch office. The company representative has to be registered with the Dutch Trade Register.

  • B.V (Private Limited Company)

    This is an entity which has the status of limited liability. The principle of separate legal entity would also be present. This would mean the liabilities of the shareholders and directors are limited only to a particular proportion of paid up capital. The directors and shareholders run the operations of the company. At least one director has to be appointed in the board. Minimum of 50% of the directors have to be Dutch nationals. Hence the requirement of the resident director is mandatory.

Eligibility Criteria for Company Registration in Netherlands

The following eligibility criterion has to be fulfilled for company registration in Netherlands:

Eligibility Criteria for Company Registration in Netherlands
  • Objects

    The objects of the company must be stated in the application.

  • Minimum Capital

    For a company to incorporate in Netherlands, there has to be minimum capital which is subscribed. Every company has different minimum capital requirements:

    C.V (Limited Partnership Entity)

    There is no minimum capital requirements for forming this type of entity. All the partners have to agree on the contribution provided to forming this type of entity.

  • Cooperative UA

    For starting a Cooperative UA, there is no minimum capital. However, the members of the cooperative can mutually agree to contribute to the equity of the cooperative.

    Branch Office

    Minimum capital would usually be determined by the head office outside Netherlands. This can be any amount.

    B.V (Private Limited Company)

    There is no minimum capital requirement for establishing this form of company. Issued capital for this company can be of any amount.

Procedure for Company Registration in Netherlands

The following procedure has to be considered for company registration in Netherlands:

BV (Private Limited Company)

  • The applicant has to approach the respective civil law notary for company registration in Netherlands.
  • After this the applicant has to execute the deed related to incorporation (incorporation documents) before the notary to carry out registration.
  • The shareholder or applicant does not require to be present in person for carrying out the company registration in Netherlands. For this the shareholder has to execute a power of attorney. This would provide authority to the notary to carry out the incorporation procedure on behalf of the applicant or shareholder.
  • After the incorporation documents are executed, the applicant would require to provide information and documentation to the Dutch Trade Register.
  • Once the certificate or shareholders register is prepared by the notary, the same has to be kept in the official registered office address of the business.

C.V Limited Partnership

  • First and foremost, all the partners have to enter into the respective partnership agreement. This agreement must be executed by all the partners of the business.
  • Once the document is executed, the same would be filed with the Dutch notary. After reviewing the documents the notary would file documentation with the Dutch Trade Register.
  • This would only be applicable for partnerships conducting business in Netherlands.

Cooperative UA

  • The procedure for forming a Cooperative UA is quite similar to that of a private limited company (BV).
  • The applicant has to approach the respective civil law notary for company registration in Netherlands.
  • After this the applicant has to execute the deed related to incorporation (incorporation documents) before the notary to carry out registration.
  • The shareholder or applicant does not require to be present in person for carrying out the company registration in Netherlands. For this the shareholder has to execute a power of attorney. This would provide authority to the notary to carry out the incorporation procedure on behalf of the applicant or shareholder.
  • After the incorporation documents are executed, the applicant would require to provide information and documentation to the Dutch Trade Register.
  • Once the certificate or shareholders register is prepared by the notary, the same has to be kept in the official registered office address of the business.

Branch Office

  • Company Registration in Netherlands procedure for forming a branch office is different from the method which is utilised in forming the above three forms of business entities.
  • First the head office (Outside Netherlands) has to take a board resolution as well as a shareholders resolution related to opening an office in Netherlands.
  • Once this resolution is considered, then the office incorporated would be a branch office.
  • Such incorporation application would be required to be filed with the Dutch Trade Register.
  • The applicant would require official copies of the notary and all the charter documents from the head office. The charter documents would be the memorandum of association and articles of association.
  • Extracts from a commercial register from the head office would also be required.
  • Apart from this all documents have to be provided to the commercial registrar to carry out the incorporation procedure.

Compliances required for Company Registration in Netherlands

Companies have to comply with the requirements of local Dutch law. Apart from this, there are other formalities which have to be adhered for company registration in Netherlands:

  • Shareholders Meetings

    Annual General meeting is required to be carried out by a BV (Private Limited Company). This must be carried out at least once a year. Other forms of business also require to conduct an annual general meeting or shareholders meeting.

  • Board Meetings

    BV (Private Limited Company) are required to conduct at least one board meeting. However, if the compliance requirements are more for the company, then more than one meeting a year is required to be conducted. Partnerships do not need to have a board meeting.

  • Annual Tax Returns

    All companies require to file annual tax returns with the respective Dutch Authorities.

  • Business Registration

    All companies including a branch office must be registered within 8 days of incorporation with the Dutch Trade Register. All relevant information related to the shareholders and directors of the business must be up to date. If there is any form of changes, then the same must be notified to the Dutch Trade Register within 8 days of such change. For a partnership, registration is required with the Dutch Trade Register. However, if the partnership has a unit outside Netherlands that such registration is not required.

  • Meetings

    Annual Board Meetings and Shareholder Meetings have to be held for BV and Cooperative. This would also be required for a Branch office.

Documents Required for Company Registration in Netherlands

The following documents are required for company registration in Netherlands:

BV (Private Limited Company)

  • Deed of Execution
  • Notary Application
  • Articles of Association and Memorandum of Association
  • Information on Shareholders and Directors (This information has to be provided only if the shareholding is 100%)
  • Information related to registered address.

CV (Limited Partnership)

  • Partnership Agreement
  • Information on Partners.

Cooperative UA

  • Deed of Execution
  • Notary Application
  • Articles of Association and Memorandum of Association
  • Co-operative Agreement.

Branch Office

  • Notarised Copies of the Charter Documents from Head Office
  • Copies of the Memorandum of Association and Articles of Association
  • Commercial register from the head office
  • Passports and Visas of shareholders and directors
  • Data Cards of Directors.

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Frequently Asked Questions

An applicant should go for the process of company registration in Netherland due to thriving opportunities which make it easy to carry out business.

Depending on the type of business utilised, the company would require a resident director. However, Dutch Company law requires Dutch Private Limited companies to have resident directors.

No, there are no minimum capital requirements for company registration.

If the company is a foreign based, then the best form of entity to be utilised in Netherlands is a branch office. However, the applicant can go for setting up a BV (private limited company) in Netherlands.

For establishing a BV, a power of attorney could be given to the notary to carry out the registration requirements. The physical presence is not required. A branch office can appoint a representative to carry out the registration requirements.

Currently the corporate tax in Netherlands is 20 to 25%.

A company can be registered in Netherlands in a period of one month. Only one director and shareholder is required to carry out the process of company registration in Netherlands.

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