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You want to do business in the Netherlands and you choose to establish a company. There is a range of legal forms.
Your choice will depend on a number of factors, including the intended or actual company structure, the position of the shareholder / shareholders, the country of the shareholder’s residence or registered seat and the activities in the Netherlands. It is also important to take the relevant tax treaty into account.
The most prevalent legal forms in the Netherlands are the BV (besloten vennootschap, a private limited liability company) and the NV (naamloze vennootschap, a public limited liability company). A BV’s minimum share capital amounts to € 18,000. An NV’s minimum share capital amounts to € 45,000. Both legal entities may be established by a single shareholder. In certain situations, you may alternatively choose to establish a Cooperation. A Cooperation is not subject to minimum capital requirements, but must have at least two members.
You will need the services of a notary public for establishing any legal entity. Additionally, you should supply various identification documents for the person / persons establishing the company. The Netherlands apply legal identification rules that are strictly enforced. The service providers involved (notary public, financial advisors) may not start any work before full compliance with these identification rules. Collecting these documents should preferably take place at an early stage. These documents will also be required for opening a Dutch bank account.
After founding the company, it should be registered in the Chamber of Commerce’s Trade Register. The notary public generally completes the registration process. The company is registered with the Tax Department via the Chamber of Commerce. The Tax Department registers the company for the various taxes and sends the relevant tax numbers to the company.
In principle, a company can be established within a few weeks. This period depends on the legal form chosen. The factor often causing a delay is collecting the necessary identification documents of the founders and opening a Dutch bank account. The Netherlands applies legal identification rules that are strictly enforced. The service providers involved (notary public, financial advisors) may not start any work before full compliance with these identification rules. This is also the reason why opening a Dutch bank account is a lengthy process. This is why we recommend you to open a Dutch bank account through your own local bank.
You may already act on behalf of a BV, including signing contracts, before the BV is fully established. This is possible if you register the BV in the trade register with the addition ‘i.o.’ (in oprichting - being established) and you are to act in the name of the BV i.o.
Furthermore, it is important that the actions of the BV i.o. are confirmed upon completion of the incorporation process, as the persons representing the BV i.o. are severally liable for all actions up to the moment of confirmation.
In many cases, the company is required to have sufficient substance in the Netherlands for tax purposes. For example, to comply with certain tax law the company will need a registered office in the Netherlands and at least half of the management must consist of competent directors that are resident in the Netherlands. However, you may hire the services of a so-called Trust office to professionally provide these services to you.