ABiLiTieS Trust | Corporate Services
The corporate service provider that enables you to act

Set up a company in the Netherlands: Your new base

Have the Netherlands as base to establish your new company. The Netherlands have an open economy and an international business climate. Many globally-oriented businesses have decided to create operational hubs in The Netherlands and have established Dutch companies.

Fast-growing sectors such as IT are driving this, since The Netherlands scores high in all innovation rankings and is therefore a popular location. Operational subsidiaries are also common in the Netherlands, especially within businesses that are active in import and export. The Rotterdam harbour and Amsterdam airport are ideal gateways to the densely populated areas of Western Europe.

The country is also home to a range of holding companies because of its attractive holding regime, which, in combination, with a favourable VAT regime (with import VAT deferral until moment of filing and no Dutch VAT in case of intra-community supply) makes The Netherlands an enticing prospect. Brexit is also accelerating the number of businesses that are opened in the Netherlands.

Set up, restructuring and maintenance of holding and finance companies and other special purpose vehicles in the Netherlands is ABiLiTieS Trust's core activity. Also assistance to newly arrived businesses in the Netherlands is a specialty. 

Contact us for a fee quote and a step plan for the set up of a limited liability company or foundation. You will receive a fee quote within 24 hours.

Read ABiLiTieS Trust's article on frictionless company formation in the Netherlands:

Company formation in the Netherlands

How to incorporate and register a company in the Netherlands?

The incorporation and registration of a Dutch limited liability company (BV) or foundation (Stichtingis a very straightforward process. The deed of incorporation can be executed by a notary on the basis of a power of attorney. The registration of the new business at the Dutch trade register takes place within a day. 

The full set up and registration proces of a BV can be executed in one or two days. In our experience the incorporation process takes around two weeks as also information and documents shall be collected.

The incorporation package contains a shareholders register, an extract of the trade register and the company's deed of incorporation which includes articles of association. The company's deed of incorporation will be provided together with an office translation into English language.

Incorporation/Set up package fee

A set up package for a holding company (a BV) with standard articles including notarial expenses, the client acceptance process and assistance with bank account opening is estimated at € 3.500, ex. VAT, one time. 

In case of solely assistance with the formation, the fee for incorporation and the notary shall be lower. 

Which kind of Dutch legal entities are used?

Most common legal form in the Netherlands nowadays for holding, finance, royalty and operational activities is the private limited liability company (BV = Besloten Vennootschap). Under Dutch law there is a high level of flexibility for the BV. For example more than for the NV (NV = Naamloze Vennootschap). 

A BV should have a board of directors existing of at least one director and a general meeting of at least one shareholder. A BV may also have a board of supervisory directors. In case of good governance of the BV the shareholders, board members and supervisory directors can  not be held liable for the debts of the BV.

Which taxes apply?

For a pure holding company in general solely a requirement for filing of corporate income tax returns and potentially dividend withholding returns will exist. For operational businesses also the need to file for other taxes such as value added tax and wage tax will apply.

What are the tax and legal pitfalls of incorporation of a BV?

Incorporation of a BV can be considered to be of limited risk. However, acts on behalf of a Dutch company under incorporation, or timely paying up of shares, require attention.
Legal acts on behalf of a BV under incorporation
In case of any legal acts on behalf of a BV under incorporation it is important to have these ratified by the company after its incorporation by means of a board resolution. Until ratification the person which represented the company under incorporation will remain severally liable for any liabilities related to these acts. 
This liability remains if the representative knew or should have known at execution of the legal acts that the BV would not be able to fulfil its obligations. This is presumed when the BV will be declared bankrupt within one year after its incorporation.

Paying up shares

It is also advisable to have the capital paid up by the shareholders and have this registered with the trade register as soon as possible. Under Dutch law paying up of shares can be relevant for the following aspects: 

  • the participation exemption will not be applicable in case not minimally 5% of the shares have been paid up
  • a fiscal unity can only be established if 95% or more of the shares have been paid up 
  • distributions shall be based on the mandatory deposits on the shares and not their nominal value 
  • the seller will remain severally liable against the company for the unpaid amount at transfer of non-paid up shares

Useful links:

Netherlands Foreign Investment Agency with information on investing in the Netherlands

I amsterdam with information for companies interested in the Amsterdam region