Registration of a company in the Netherlands is an opportunity to bring business to new latitudes and receive numerous privileges from a prestigious European jurisdiction. The country is one of the richest in the world, and one of the four leaders of the European Union ranking 20th in the ranking of member states of the Organization for Economic Cooperation and Development. Non-residents are provided with favorable conditions for setting up a company and doing business in the Netherlands, the opportunity to enter the European market to increase capital and numerous tax benefits.
The main advantages of registering a company in the Netherlands
The key pluses of doing business in the Netherlands are:
- A stable economy showing strong growth;
- Entering the European market, which contributes to capital growth and an increase in exports and imports;
- Possibility of opening a subsidiary company and a branch on the territory of any country of the European Union;
- Trade within the EU without customs barriers;
- A record low amount of the authorized capital, from 0.01 euros, which allows registering a limited liability company without an initial payment;
- Favorable tax legislation, protection against double taxation;
- No tax on capital gains, interest on dividends, and royalties;
- The right to obtain a residence permit in the Netherlands for two years and extend it;
- Reliability of the legal system, strong government support, and legal protection for business owners;
- Lack of foreign exchange controls for foreign firms.
Forms of doing business in the Netherlands
Before registering a company in the Netherlands, you should choose the legal form of the enterprise. In the Netherlands, there are 10 forms of doing business. But for a non-resident, according to statistics, the most interesting is the establishment of a private (Besloten Vennootschap or BV) and public (Naamloze Vennootschap, NV) limited liability company.
Private limited company BV in the Netherlands
To open BV in the Netherlands, the authorized capital of 0.01 euros is enough. In the future, it is expected to increase. The company must necessarily have an office in the Netherlands.
The ownership of a Dutch company is divided into shares, the value of which limits the financial liability of the founders. The act of their sale or transfer to a third party requires notarial confirmation; without certification by a notary, the procedure has no legal force.
The company must have at least 1 participant – a shareholder and a director. The sole founder can act as a leader.
One of the important advantages of registering BV in the Netherlands is the limited liability of the founders. It means that personal property and savings are not in danger.
Public limited company NV in the Netherlands
The founding of a public limited company (Naamloze Vennootschap, NV) is beneficial to large investors. The minimum share capital is 225,000 euros. 20% of it (45,000 euros) is payable upon company registration.
The issue of priority and preferred shares is permitted, and a register of shareholders is maintained with full information about them: name and surname, address, number of shares, and amounts paid.
The transformation of a Dutch public company into a private one and vice versa is allowed.
The procedure for registering a company in the Netherlands
Setting up a new company in the Netherlands takes no more than 3-4 weeks. According to the legislation, a resident of any state can open a company. There are no restrictions on residency. The personal presence of the founder during the signing of the documents is not required.
Selection of a unique name for the company
First of all, it should not be misleading. It means it cannot be identical, resemble, or cause an association with an existing company. Also, the name of a Dutch firm should not demonstrate belonging to the royal family or government authorities. The name must include the legal form of registration of the company – in full or as an abbreviation, for example, BV, NV.
The choice of the registration form of the enterprise
Most often, a private limited company BV is registered to conduct business in the Netherlands. For large investments, it is more expedient to establish a public limited liability company.
Opening a bank account and paying the authorized capital
In the next step, you need to open an account with a Dutch bank, which will place the authorized capital. Depending on which organizational and legal form is chosen, its minimum value varies from 0.01 euros for a private limited liability company and 45,000 euros for a public one.
Preparation of a package of documents
To register a company in the Netherlands, you need to collect the documents of the founders. The standard list includes a passport, a copy of the passport certified by a notary, an extract from the place of registration, and the TIN of the top manager and beneficiaries. It is also necessary to provide such information as the name of the company, types of planned activities, legal address in the Netherlands, and contacts.
Selection of a legal address
The presence of a registration office (physical or virtual) in the Kingdom of the Netherlands is required.
Preparation and signing of the charter
The document regulates the size of the authorized capital, features of enterprise management, and other points. Prepare 2 versions of the charter – in English and Dutch. The document is signed by the shareholders and the managing director in the presence of a notary.
Registration of the company
After the preparation of the documents, they, along with the completed application for opening a company, are sent to the Netherlands Chamber of Commerce, where they are checked. If there are no complaints, a new company is registered. The company receives a registration number. In parallel, the announcement of the opening of the company is published in the Official Gazette of the Netherlands. After registration, the tax office sends to the address of the company information about the fiscal number, login, and password to enter the taxpayer’s account.
