The Netherlands is a great place to do business, and there are many options available when it comes to setting up your company. What works best for you will depend on your specific goals and needs.
Finding the right legal form
Several different legal forms are available. Choosing the right one for you will depend on:
- The intended or actual company structure
- The position of the shareholder(s)
- The shareholder’s country of residence or registered seat
- What the company will do in the Netherlands
In the Netherlands, the most common legal forms are the B.V. (Besloten Vennootschap; a private limited liability company) and the N.V. (Naamloze Vennootschap; a public limited liability company). One of the differences is that an N.V. must have at least €45,000 in share capital, while a B.V has no minimum requirement. Both entities can be established by a single shareholder, which can be a private individual or a legal entity. In specific cases, you may prefer to set up a Cooperation. This requires at least two members at the time of incorporation.
Getting a business incorporated
A legal entity must be incorporated by a notary public. You’ll need to provide a range of documents, such as Know Your Client documentation, and it’s a good idea to gather these early in the process. At Bol International, we often stay in contact with the different parties involved as this can help speed up the process.
Once your company has been incorporated, you can register it at the Chamber of Commerce’s Trade Register, where the notary public usually completes the process. The Chamber of Commerce is in close contact with the tax authorities, which are notified once registration is complete. Letters are issued to confirm your company’s registration for tax purposes.
Things we often get asked:
How long does it take to establish a legal entity?
In theory, a Dutch resident can incorporate a company within a day. However, the hardest part is gathering all the information and documentation – especially if you’re overseas. It can take two to three weeks to get everything set up, depending on your situation. Some service providers may wait until formal procedures are completed before finishing their services. It can also take time to open a Dutch bank account.
Can you do business before the B.V. is fully incorporated?
It’s possible to, among other things, sign contracts on behalf of a B.V. before it’s fully established if the B.V. has been registered in the Trade Register with ‘i.o.’ (in oprichting; to be incorporated) added. Here, it’s important to note that everything the B.V. i.o. does is confirmed once the incorporation process is finished. Until the company is confirmed, anyone representing the B.V. i.o. is liable for anything the company does. We don’t typically recommend this strategy at Bol International.
Is a local director required?
A company can have a private individual or a legal entity as its director. Although you’re not obliged to have a local director registered as living in the Netherlands, a company may still be required to have enough “boots on the ground” for tax purposes. These days, it’s important to have an “economic nexus” to benefit from tax treaties and avoid being caught up in anti-abuse rules. The days of “letterbox companies” are over, and the more economic links your company has to the Netherlands, the smoother things will run. We recommend companies build their corporate tax structure around their broader business goals.
How can we help?
At Bol International, we help entrepreneurs and business owners from around the world to set up their operations in the Netherlands. Contact a member of our team today to find out how we can help you.
