Overview of Company Registration in Netherlands

Netherlands is located in Western Europe and is commonly known as Holland. Amsterdam is the largest city in the Netherlands, comprising of various commercial services. It is a country where businesses can be set up easily. The treaties and bilateral agreements with the other member states act as an advantage that provides an edge over its competitors in the market to the company registered in this country.

The Outbreak of COVID –19 has taken a toll on businesses across the world; despite this Netherlands is ranked 4th in the world by the Competitiveness Ranking 2021 of the Institute of Management Development as it has a very competitive international climate. Netherlands ranks 2nd on economic performance, 4th in business efficiency, 12th on government efficiency and 7th on infrastructure. Hence investors are keen to opt for company registration in Netherlands.  

The investor needs to be vigilant during the Company Registration in Netherlands, which makes it important for the investor to know the formalities of such registration.

Benefits of Company Registration in Netherlands

• Better Growth Opportunities 

Netherlands provides better growth opportunities as the country is ranked 4th in the world by the Competitiveness Ranking 2021 of the Institute of Management Development because it has a very competitive international climate. Netherlands ranks 2nd on economic performance, 4th in business efficiency, 12th on government efficiency and 7th on infrastructure Hence it an optimum place for registration of a company.

• Infrastructure Facilities 

The high-speed railways systems in Netherland make transportation quite convenient. Rotterdam is the largest seaport in the EU. Due to this, there is the 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 regarding foreign investment in the country.

• Efficient 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 opting for company registration in the Netherlands does not require undergoing an annual audit if the following criteria is fulfilled 

• If the turnover of the business is less than EUR 8.80 Million; and
• If the firm has lesser than 50 employees.

• Skilled Workforce

The individuals in Netherlands have a high literacy rate. More than 90% of the population is literate. Hence skilled and diverse work force offer their services to companies.

Types of Business Structures for Company Registration in Netherlands

 Netherlands have several types of business structures, so it is essential for the investor to conduct a thorough research about the different business structures prevailing in this country and opt for the most suitable structure as per their business requirement. The following types of business structures can be utilised for company registration in Netherlands:

• C.V (Limited Partnership Entity) 

This type of company is operated by more than one person. There are two kinds of partners in this type of company, i.e. an active partner and a limited partner. The limited partner acts as the financial backer of the company and collaborates with the trader who needs financial backing. The limited partners do not need to get registered with the trade register, whereas the other partner i.e. the active partner is the one who is responsible for managing the day-to-day operations of the firm. 

• 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. This type of company structure is chosen by a company that operates outside the Netherlands. This entity acts as a local office for carrying out different business activities. Here a company representative is 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 Liability Company) 

This is an entity which has the status of a Private Limited Company and it entails features like separate legal entity and limited liability, which means that 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 is appointed to the board. A 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:

Objects 

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

Minimum Capital 

For a company to incorporate in the Netherlands, the minimum capital must be subscribed, which would depend from company to company:

• V (Limited Partnership Entity) 

There are no minimum capital requirements for forming this type of entity. All the partners must agree on the contribution to forming this type of entity.

• 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

The head office outside the Netherlands would usually determine minimum capital.

• V (Private Limited Company)

There is no minimum capital requirement for establishing this form of company. The issued capital amount can be discretionary.

necessary papers Required for Company Registration in Netherlands

The following necessary papers are required for company registration in Netherlands:

1. 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 the registered address.

2. CV (Limited Partnership)

• Partnership Deed 
•  Partners Details

3. Cooperative UA

• Co-operative Agreement.
• Deed of Execution
•  Application of Notary 
• AOA and MOA 

4. Branch Office

• Copy of Duly Notarized Charter necessary papers from Head Office of the Company 
• Copies of the MOA and AOA 
• Commercial register from the head office
• Passports and Visas of shareholders and directors
• Data Cards of Directors

Process of Company Registration in Netherlands

The following process must be followed for company registration in Netherlands:

BV (Private Limited Company)

• Arrangement of necessary papers for Notarisation 

The applicant needs to approach the respective civil law notary for company registration in the Netherlands and execute the incorporation necessary papers and power of attorney before the notarization of necessary papers.

• Submission of necessary papers to the Registrar 

The applicant would require providing information and Paper works to the Dutch Trade Register.

• Issue of Certificate of Registration 

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 

• Execution of a Partnership Deed 

Firstly the partners have to enter into the respective partnership agreement. All the partners of the business must execute this agreement.

• Filing of Application with the Dutch Notary 

Once the necessary paper is executed, the same would be filed with the Dutch notary. After reviewing the necessary papers, the notary would file Paper works with the Dutch Trade Register. This would only be applicable for partnerships operating the business in the Netherlands.

• Grant of Certificate

The authority will grant the certificate after successful verification of the necessary papers.

Cooperative UA

The procedure for incorporation of a Corporative is same as the incorporation procedure of a Private Limited Company.

Branch Office

• Passing a Board Resolution 

First the head office (Outside Netherlands) needs to pass a board resolution as well as a shareholders resolution related to opening an office in the Netherlands.

• Filing the Application 

Such incorporation application would be required to be filed with the Dutch Trade Register.

• Submission of Essential necessary papers 

The applicant would require official copies of the notary and all the charter necessary papers from the head office. The charter necessary papers would be the memorandum of association and articles of association along with the extracts from a commercial register from the head office. 

Compliances required for Company Registration in the Netherlands

The company needs to fulfil the compliances enlisted below

• Shareholders Meetings 

The Private Limited company (BV) needs to conduct Annual General Meeting at least once a year. Other forms of business also require conducting an annual general or shareholders meeting.

• Board Meeting 

BV (Private Limited Company) is required to conduct at least one board meeting. However, more than one meeting can be conducted as per the requirements of the company. Partnership Firms do not need conduct board meeting.

• Annual Tax Returns 

All companies require filing 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 change, 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 the Netherlands, such registration is not required.