Company formation in The Netherlands

Business

  • Author Robert Bron
  • Published March 27, 2019
  • Word count 382

The Netherlands has, as an open economy, an international business climate. Many international oriented corporates have decided to create operational hubs in The Netherlands and have set up Dutch businesses.

Fast-growing sectors such as IT and Fintech are the force behind this, since The Netherlands scores well in many innovation rankings and is a popular location. Operational subsidiaries are also often established in the Netherlands, in particular within the import and export business. The Dutch harbours and Schiphol airport are entrance points to the densely populated areas of Western Europe.

The Netherlands is also housing many holding companies because of a favourable holding regime. In combination with an attractive VAT regime consisting of import VAT deferral till the moment of filing and a Dutch VAT exemption in case of intra-community supply, it makes The Netherlands an appealing candidate.

The Brexit also accelerates the level of company formation in the Netherlands.

Which legal form to choose?

The large majority of new companies, both holding and operational, chooses for the private company with limited liability (besloten vennnootschap or in short ‘BV’). The BV gives much flexibility for the height of the capital, composition of the (supervisory) board and issue of non-voting and non-profit stocks.

Since a amendment of Dutch dividend tax act in the year 2018, coops are not often used anymore for holding structures.

How to incorporate and register a Dutch company?

The incorporation and registration of a BV are straightforward and affordable. A notary prepares articles in the Dutch language, including an English office translation and proxy that shall be signed by the incorporator.

The beneficiaries, incorporators and directors of the incorporated company shall be identified by the notary and, in case of a legal person acting as incorporator, the legal authority of its representatives shall be confirmed. None of the parties involved in the incorporation are required to visit the Netherlands.

Before the company shall be incorporated, a legal address has to be arranged, which can be a shared office. The establishment is recorded by the notary in the deed of incorporation. The notary is also responsible for the registration at the trade register.

Incorporation and registration can take place within 24 hours. The registration with the trade register results to the issue of a fiscal number and, if applicable, a VAT number.

Robert Bron is co-founder and owner of ABiLiTieS Trust | Corporate Services, a trust company based in the Netherlands, which is specialized in Dutch company formation and Amsterdam legal address.

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