Company Registration in Netherlands

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What is Company Registration in Netherlands?

The Netherlands has a stable industry and economy, it has favorable relations with countries all over the world, especially Germany, Belgium, France, and UK which attracts foreign investors to register a company in Netherlands. The main industrial activity in the Netherlands is the food industry. A number of foreign traders came to the Netherlands to open a company every year, contributing to the economic growth of the country.

The manufacturing sector in the Netherlands is the most developed sector. However, electrical machinery industry, engineering products, chemicals, petroleum, and construction are also highly developed.

Why should you register a company in Netherlands?

A besloten vennootschap (BV) is a company incorporated in Netherlands, limited by shares (private limited company), whose shares are privately registered.

A company in Netherlands can be incorporated by one or more 'incorporator', being either individuals and/or legal entities. In a Besloten Vennootschap, just a single individual or entity alone can be a shareholder, member and full management board at the same time. There is no need of any secretary to incorporate a company in Netherlands. Shareholder's register must be kept in the office of the company, and it should contain the complete shareholding pattern of the company.

A company in Netherlands can be incorporated with a minimum capital of € 1 only. It must have at least one share with one voting right. Shares of the company can have either voting right, or profit right, or both.

To register a company in Netherlands, you will need following documents:

  • A valid form of identification of shareholders and Directors (if you the incorporator is not a Dutch or EU citizen, he/she may also be required to present a valid residence and/or work permit)
  • a copy of the latest bank statement (not older than 30 days )
  • proof of residence of the incorporator
  • a rental contract (or official letter of intent) if using hired premises for your business

Once the company is registered in Netherlands, you will be given a proof of registration and a unique company registration number, which will be used for your outgoing post and invoices.
If there is any change in the details of the company or its shareholders, directors etc., it shall be informed to the Chamber of Commerce immediately using the online form (in Dutch).

The Chamber of Commerce also offers advice and information to the entrepreneurs about being self-employed or running a business. It also provides plenty of brochures and can help the entrepreneurs formulate a business plan.

Name Check Process for Company registration in Netherlands?

The first step to incorporate a company is to check the appropriateness and availability of the name. The name can be checked on the Chamber of Commerce. This facility is free of cost on the website of the Chamber of Commerce.

Drafting and signing of the company's deed of incorporation

The deed of incorporation that is executed by Civil Law of Dutch needs to be signed by Dutch public Notary. This deed can be signed in presence of the notary or by way of a written power of attorney.

Registration of the company at the local Chamber of Commerce

The registration of the company can be done either be done online or physically at the Chamber of Commerce. If the registration is done online, it takes several hours to receive the registration number of the company.And if the registration process is done physically, it takes 1 to 5 working days to get the registration number. To register a company, Registration at the local Chamber of Commerce is mandatory. Initial and annual fees to be paid to the Chamber of Commerce depends on the number of employees and the authorized share capital of the company. The payment to the Chamber of Commerce can be made in cash, wire transfer, and bank draft.

After incorporation of the company, the founders of the company are jointly and severally liable for each legal act performed during their management and which binds the company in the period between execution of the deed of incorporation and the registration at the Chamber of Commerce has been affected. All the registrations relating to the company starting from the first registration will be Published in the Netherlands Official Gazette (Staatscourant) by the Chamber of Commerce. Every Company in Netherlands with more than 50 employees must have a properly constituted workers’ council. The worker's council representatives are entitled to participate in discussions and give advice on important matters of the company.

Registration with the local tax authorities and social security authorities

Once the company gets the registration from the Chamber of Commerce, it is required to register itself with various tax, and social security authorities. You can file an application with the local authority and it will take 4 to 6 weeks for the tax office to provide the required tax numbers. For income tax registration, a separate registration form shall be filed, which can also take almost 4 weeks.

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