Netherlands Company Registration
If you are looking to establish the presence of your business in the EU, then Netherlands Company Registration is one of the best options available to you. Netherlands is largely into trade and understanding of culture and speaks about the benefits of having a business in their particular geographical area.
With an amazing deliverance in manpower the Dutch nation is also densely diversified in the countryside.
Starting from Information Technology to Diary to Crude Oil, the multi dimensional industrial approach of this north western European country makes it a desirable place to work and set up a business in the Netherlands.
This article deep dives into the complete guide for Netherlands company registration including steps, requirements and the process in order to structure the business.
What makes the Netherlands the best place to incorporate your international presence?
- It has the lowest corporate income tax rate in the EU
- It is the EU’s most dynamic center of industry and trade
- 100% foreign ownership allowed if you incorporate a Dutch BV
- Excellent infrastructure and logistics services
- Central geographical position and easy accessibility
- Startup Visa and Entrepreneur Visa for business owners
- Economic and political stability
Netherlands Company Registration Process
Here is the process of Netherlands Company Registration:
- Verify the availability of the Company Name and reserve it
- Collect all the required documents for the company registration process
- Draft the Deed of Incorporation of the company
- Register the company with the commercial registry in the Netherlands
- Complete registrations (tax, employers, etc.)
- Acquire the required licenses and permits
- Open a Corporate Bank account
Netherlands Company Registration Step-By-Step
Usually, the Netherlands company registration process takes around three weeks if all the documents are in order. Also, you will not be required to visit the Netherlands to complete any formalities as our team will do the necessary legwork for you. Here is a step-by-step process of Netherlands company registration.
Step 01: Consultation
Before you start the Netherlands company formation process, it is important to determine if you are legally permitted to do so. This includes seeking consultation from an Immigration and Naturalisation Service (IND) lawyer, determining the business activity and scope, and ascertaining the business entity that suits your requirements.
Note: You can consult with Odint Consulting, We are one of the leading consulting firm based in the Netherlands.
Step 02: Business plan and business name
The name of your proposed entity should be unique, relevant, and appropriate. You need to ensure that the services advertised via your business name are the ones that you provide. Once the name is finalized, we check with the local Chamber of Commerce unit for the availability of the name. If available, we submit an application for Name Reservation.
Step 03: Prepare the documents needed for the Netherlands company registration
Step 04: Application for company registration in the Netherlands
Once the documents are notarized, you need to fill out Form 8 and submit the formal company incorporation application to the Chamber of Commerce of the city.
Step 05: Tax and Employer Registration
Once the company is registered, you need to submit an application for tax and VAT registration with the Tax Administration. You can also file for Employer Registration at the same time.
Step 06: Opening a Corporate Bank Account
The next step is to open a corporate bank account in the name of the entity. As soon as the bank account is opened, you need to deposit the initial share capital of the company if required.
Step 07: Licenses and work permits
Some businesses might require specific licenses and/or work permits to operate in the Netherlands. As a part of the Netherlands company formation process, it is important to secure such documents to commence operations in the country.
Documents required for Netherlands company registration
The following documents are essential to register a company in the Netherlands:
● License approval and name reservation application.
● Copies of the current trade license.
● Details about the company business area.
● Form for business registration that has been completed.
● Power of attorney granted to the firm’s director or supervisor.
● Share capital details.
● Memorandum of Association & Articles of Association of the company.
● Board Resolution for employing the Director or the executives.
Eligibility Criteria for Netherland company registration
The following qualifying requirements must be met in order to register a corporation in the Netherlands:
1. Minimum one shareholder
For a limited company, a minimum of 1 shareholder is necessary.
2. Minimum capital requirement of at least EUR1
With a share capital of EUR1, an LTD Company can be formed in the Netherlands.
3. Minimum one director
A minimum of one director from any nationality is required to form a company in the Netherlands. Also, a local Dutch director is not necessary to establish a corporation in the Netherlands.
4. Registered Address
A registered address is required for establishing a firm in the Netherlands.
Company Setup
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Types of Companies in The Netherlands
There are different types of companies that you can incorporate in the Netherlands. Before you begin the Netherlands Company Registration process, it is important to identify the best structure for your business. Here are the different types of companies you can incorporate in the Netherlands:
| Type of Company | Features |
|---|---|
| Sole trader / Proprietorship | It is a legal structure without a legal personality. The proprietor is liable for the company and its finances and debts. Only one sole proprietorship can be opened by you. You need to maintain financial records for your business. |
| B.V. or Private Limited Company | A Dutch B.V. is similar to a private limited company. You need to hire the services of a civil/law notary for registering your company and maintaining financial records as per the prevalent laws. |
| General Partnership or VOF | A minimum of two people can work together under a common entity name. Every person will be a partner. The partnership is not a legal entity. Hence, partners are liable for the debts of the partnership. VAT is liable to be paid. |
| Cooperative | You can start a business cooperative or an entrepreneurs cooperative. A cooperative needs at least one partner. It needs to be registered in the Dutch Commercial Register via a deed drafted by a civil-law notary. |
| Limited Partnership or C.V. | It has at least two partners – a managing partner and a limited partner. It is not a legal entity but needs to be listed in the Commercial Register handled by the Chamber of Commerce. |
| Foundation | This is a not-for-profit entity. A Foundation has a board but no shareholders or members. You need to draft a deed via a civil-law notary listing its statutes. |
| Association | This is also a not-for-profit entity. It has at least two members. There are two types of Associations in the Netherlands – Association with Full Legal Capacity and Association with Limited Legal Capacity. You need to list your Association in the Commercial Register. |
| Public Limited Company or N.V. | This is a large company, limited by shares, and has several directors. NVs that trade on the stock market have to adhere to the Dutch Corporate Governance Code. The NV needs to be registered in the Dutch Commercial Register. |
| Branch Office | International businesses can open a branch of their business in the Netherlands. The branch does not need to be registered as a separate legal entity but has to be listed in the Dutch Commercial Register. |
Advantages of Netherlands Company Registration
- One of the lowest tax rates in the EU
- Value Added Tax not charged for transaction with other EU member states
- Ranks among the top ten countries for business around the world
- An English-speaking population (93%)
- Highest number of double-tax treaties in the world
- One of the most competitive and innovative economies in Europe
- The founding member of the European Union
- Availability of a highly qualified workforce
Government Bodies Involved In Netherlands Company Formation
The following government bodies will be involved in the Netherlands company registration process:
- The Dutch Notary
- Dutch Chamber of Commerce
- The IND (Immigration Office)
- The Dutch Tax & Customs Administration
- City Council for a BSN (if needed)
- A formation agent (like Ondemandint)
Compliances For Companies Incorporated In The Netherlands
While every company has to comply with the Dutch laws, there are certain corporate compliances to keep in mind:
- Shareholder meetings must be conducted at least once a year
- Depending on the legal structure registered by you, there might be a requirement of conducting Board Meetings
- In the Netherlands, all companies must file annual tax returns with the authorities
- Within eight days of incorporation, your company needs to be registered with the Dutch Trade Register
Company Setup
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ASSISTANCE
Netherlands Corporate Taxation Policy
The Netherlands Ministry of Finance governs the Dutch Tax Office. In the Netherlands, you will be required to pay taxes on your wealth, assets, and income. A company registered in the Netherlands is liable to pay Corporate Income Tax (CIT) on its worldwide income with certain exemptions.
- The standard CIT rate is 25.8 percent.
- Tax rate on taxable income is up to 395,000 euros is 15%
- Tax rate on taxable income above 395,000 euros is 25.8%
- The CIT rate for fiscal investment funds is 0 provided the company makes the profits available to shareholders within eight months of the year-end.
- A special tax regime exists for profits derived from a self-developed intangible asset. Called the Innovation Box regime, the effective tax rate is 9 percent.
- A special Tonnage regime exists for certain shipping companies in the Netherlands.
- Around 100 bilateral tax treaties to avoid double taxation
- If you are hiring employees from abroad, you can offer 30% of the employee salaries tax-free.
- There are three VAT (Value Added Tax) rates in the Netherlands: 0%, 9%, and 21%, depending on the goods or services you offer.
Tax Calendar in The Netherlands
- You need to file corporate tax returns annually. The last date for filing returns is five months after the end of the fiscal year. While a fiscal year is usually the same as the calendar year, there are deviations available from this.
- You can choose to file your VAT returns monthly, quarterly, or annually.
- Monthly VAT returns are due within two months of the end of the month
- Quarterly VAT returns are due within two months of the end of the quarter
- Annual VAT returns are due within three months of the end of the fiscal year
- The return period for payroll tax is based on how you pay your employees.
Conclusion
This Dutch speaking nation with a value of .93 euro to 1$ does not demand any high rate of investment as the economy majorly functions on financial services, heavy and light machinery. Over the years the country has settled itself and has presented a strong reputation in the world of trade and commerce.
We at Odint Consulting not only understand what you and business require out of us but we also understand the incorporation that needs to be done in a manner where one entrepreneur could utilize the resources that are being offered by the local economy.
The above-mentioned categorization and the steps are not just for you to read but we being a law and audit and accounting firm undertakes these measures to deliver you, your planned expansion in the Kingdom of Netherlands.
FAQ’s
If all your documents are in order, then you can register a company in the Netherlands within 3-4 weeks.
According to the Dutch Company Laws, you are required to have a resident director to register a private limited company in the Netherlands.
There is no minimum capital required to register a company in the Netherlands.
No, you can assign a representative or give the power of attorney to the notary to carry out the registration formalities.
