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1. Setting Up a BV in Netherlands: How to start?
Entrepreneurs and international companies starting in the Netherlands generally incorporate limited liability companies (LLC), in Dutch ‘’Besloten Vennootschap’’ (B.V.)
The Dutch BV company is similar to the English Ltd. or The German UG company. The Dutch BV is also the most common type of company structure for setting up a holding company in the Netherlands.
The main characteristics of the Dutch BV which are referred to in the law, are:
- A share capital deposit, with a minimum of €1
- The shareholder’s liability which is limited to the paid-up capital
- The transfer of shares, as well as the issuing, requires shareholders permission
- The shareholders are registered in the Dutch company register
- A shareholder may be a natural person, a limited company, a foundation and foreign legal entities
Amendments to the Dutch Company Law have made it much simpler to incorporate a Netherlands BV, reducing the cost of a company formation in Holland greatly.
2. Setting Up a BV in Netherlands: Requirements for opening a Dutch BV
The Dutch Limited may have founding members which are (foreign) companies or individuals. The Dutch Company Law allows the BV to be formed with one or more director(s) who may be the shareholder(s) as well. The main advantage of a Dutch BV company, as opposed to the Dutch NV company, is the minimum share capital of €1.
The main requirement for a Dutch limited liability company is to have a local Netherlands business address. How to form a company in the Netherlands.
3. Setting Up a BV in Netherlands: The main steps of registering a Dutch BV
A public notary will draft the articles of association. The official documents in Dutch should contain information on the management board, shareholders, the companies business activity, the share capital and registration address.
After drafting the articles of association and the formation deed, the procedure for registration will start. The main steps include:
- verifying the availability of the company name, and reserving the name
- submitting the notarized statutory documents and deed of incorporation
- registering in the commercial registry of the Netherlands (read more)
- registering with the tax authorities
- open a bank account and deposit the company capital
- commence of business operations
4. Setting Up a BV in Netherlands: Legal obligations for a Dutch limited company
Public disclosure of the Dutch LLC is limited, it includes the incorporation articles, board members, share capital and annual depositing of the balance sheet. Information of the majority shareholder(s) must be registered in the public records with the Dutch corporate registry.
The incorporation articles serve as internal operating documentation for the details of the company, its responsibilities, the duties and rights of the shareholders and directors.
The shareholders decide the management of a company by voting whom will represent the company at the board. The company activities are controlled and executed by the board.
5. Setting Up a BV in Netherlands: Assisting entrepreneurs with compliance
Intercompany Solutions is specialized to assist and support companies owned by non-resident shareholders.
Possible services include the appointment of a corporate secretary who manages activities such as assisting with acquiring a registered office and maintaining corporate records for the company.
The management board has the responsibility for the rightful filing and following accounting requirements. A Dutch B.V. company has obligations to report financial statements to the shareholders on a yearly basis. The BV company needs to file VAT tax returns, either quarterly or monthly.
The rules for such reporting are written in the Civil Code of the Netherlands company law.
Audit requirements apply if certain turnovers, balance sheet totals or number of employees of the company requires it to.
The filing of an annual statement and balance sheet has to be done at the Chamber of Commerce. The filing has to be made after the years’ end, and not later than 13 months after.
The non-filing of the balance sheets can lead to liabilities and penalties for the management.
Once a year the company must hold a general shareholders meeting. The objective of the shareholders meeting is to make decisions regarding the annual accounts as well as review the performance of the management. The meeting between privately owned companies is generally an informal event, as shareholders are quite familiar with each other and do not see a need to keep official notes of the meeting.
6. Setting Up a BV in Netherlands: BV Incorporation FAQ
Can I incorporate a BV remotely?
Yes. Foreign entrepreneurs may incorporate a Dutch limited company without having to visit The Netherlands, this can be done by granting a power of attorney to our staff. A slightly different procedure is conducted in this case.
Can anyone set up a BV no matter where they are located?
Yes. The Netherlands is a country open to foreign investors. Any person of any nationality may become a shareholder of a Dutch Limited Company.
Can I open Dutch Bank Account?
Certainly, our company will guide you in opening a Dutch bank account.
Do you assist in ongoing company management?
Yes, our a company can assist with our secretarial services, providing assistance for ongoing activity of your Dutch BV. Such as tax compliance, accounting and secretarial services.
Our Dutch incorporation agents can help you start a business in the Netherlands.
1. Check whether you fulfil the conditions for staying in the Netherlands
Owners of a new business in the Netherlands must observe various government and other rules. This checklist tells you which general obligations you must fulfil when starting a business.
This checklist is merely a guideline, as your specific situation may require you to fulfil other obligations as well. Please be sure to consult the sector information for your business sector for additional requirements and information. Or consult one of the sector-specific checklists on this website. Also, we have listed the most important rules and regulations for self-employed professionals (zzp’ers), student entrepreneurs and entrepreneurs under the age of 18.
1. Check whether you fulfil the conditions for staying in the Netherlands
Entrepreneurs who intend to stay in the Netherlands must fulfil a number of conditions (see Coming to the Netherlands – Identity documents and qualifications, Permits and visa and Living in the Netherlands). If you are not an EU citizen, you will also need to apply for a temporary and permanent residence permit simultaneously.
2. Different starting points
You may be starting your business as an innovative startup, from an unemployment benefit, a job, or as a student or minor. Find out what specific conditions apply to your situation.
3. Select a legal structure
Owners of a new business must first select a legal structure (e.g. one-man business or a private limited company). The legal structure determines such issues as liability and tax obligations.
4. Select a trade name
In order to have your business included in the Commercial Register, you will require a trade name (company name).
5. Register with the Dutch Commercial Register and Dutch Tax Administration
New businesses must register with the Dutch Commercial Register at the Chamber of Commerce. They are then issued with a VAT-number, so they don’t have to register with the Dutch Tax Administration separately.
6.Register as an employer for payroll taxes and social security
7. Check whether you require certain professional qualifications
You do not usually require a separate qualification to establish a business in the Netherlands. However, for certain professions you do require professional qualifications.
8. Consult the zoning plan with regard to your business location
If you plan to establish your business at a particular location, this choice of location must be in line with the municipal zoning plan. If this is not the case, however, you can apply for an All-in-one Permit for Physical Aspects(Omgevingsvergunning) to carry out your plans. You can also ask the municipality to change the zoning plan.
9. Consider environmental regulations
If your business operations will have an impact on the environment, you must submit a notification of environmental management to your local municipality. Sometimes you must also apply for an All-in-one Permit for Physical Aspects (Omgevingsvergunning).
10. Consider fire safety requirements for your business premises
If you occupy a business property, you have to take measures to ensure fire safety. In most cases you must submit a notification of occupancy to your local municipality. If your business has a higher fire risk, you must also apply for an All-in-one Permit for Physical Aspects (Omgevingsvergunning).
11. Report a home business
If you plan to run a business from your home, you are normally obliged to report this plan to your local municipality. You must also bear in mind various tax and mortgage issues.
12. Apply for an All-in-one Permit for Physical Aspects for building activities
If you want to build, make alterations to or renovate your business premises, you will normally need an All-in-one Permit for Physical Aspects (Omgevingsvergunning). You can obtain this permit from your local municipality.
13. Describe your business’s general terms and conditions
General terms and conditions clarify your and your customers’ rights and duties. You are not required to draw them up, but they are useful to have. Make your customers aware of your general terms and conditions.
14. Create your business accounts
As you often incur expenses before the official launch of your business, make certain to create your business accounts in a timely manner. In the Netherlands, you are legally obliged to maintain accounts and to retain them for seven years.
15. Check whether you need insurance
If you live in the Netherlands or earn income here, you are obliged to take out health insurance. You are also obliged to pay Dutch national insurance contributions. Additionally, there are several ways to insure your business’s assets in the event of legal liability or any other any other risk you can’t afford to cover.
16. Personal data processing
The processing and storage of personal data is regulated by the General Data Protection Regulation (GDPR) (Algemene Verordening Gegevensbescherming, AVG). Read our GDPR step-by-step guide.
Several government organisations support you when starting your own business:
- The Chamber of Commerce (KVK) provides information on creating a business plan and carrying out market research as well as other issues. They will provide you with the addresses and telephone numbers of all local offices.
- You will find information about, for example, the investment climate in the Netherlands, the sectors that offer the most opportunities and the possibilities of finding local business partners on the Holland Trade and Invest website.
- The Dutch Tax and Customs Administration offers you information about which taxes you have to pay and how to keep your accounts up to date. It is possible that you are entitled to special schemes.
- The business coaches of Qredits Microfinanciering Nederland give you advice and assist you in starting up your business. They help you write your business plan.
- Statistics Netherlands (Centraal Bureau voor de Statistiek, CBS) offers statistical information about districts where you can establish your business. CBS has collected sector-specific information that could be interesting for you as an entrepreneur.
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