ABiLiTieS Trust | Corporate Services
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Company formation and registration in the Netherlands

Company formation in the Netherlands is not restricted by any COVID-measures. A visit to the Netherlands is not required.

Have Amsterdam, or any other place in the Netherlands, as base to open your new company. ABiLiTieS Trust has an experienced team that offers dedicated guidance with company formation and registration. We cooperate with first class notaries which guarantee a sound and swift start of your Dutch business.

Company formation and business support to holding and finance companies and other special purpose vehicles in the Netherlands are our core activity. ABiLiTieS' team has succesfully assisted many newly arrived businesses to start their Dutch operations. 

Contact us for a fee quote and and assistance for the set up of a limited liability company (BV) or foundation. You will receive a fee quote from our team in Amsterdam within 24 hours.


Read ABiLiTieS Trust's article:

Frictionless Company Formation in the Netherlands

Company formation in the Netherlands


 

Step plan for company formation and registration in the Netherlands


Follow the step plan to open your Dutch business: 

> Give input to have the incorporation documents prepared. Relevant are the object of the company, capital amount and type of shares. Just like the names of the directors, authorization of the directors, financial year. ABiLiTieS will guide you in this process.  

> Arrange an address for registration of the new company. A virtual address can be arranged within a day.

> Have yourself identified online so you can sign the incorporation documents remotely. Alternatively, a certified copy passport and legalized power of attorney can be shared.

Incorporation of the company by execution of the deed of incorporation. The deed will contain the company’s articles and be in Dutch language. Next thereto an English office translation will be included. 

Registration of the new business with the Dutch trade register and UBO register. After registration at the trade register, an extract will be available. It reflects the company’s name, fiscal number, address and name of the director. In case of one shareholder, the name of the shareholder too.  

Opening a bank account. Via an online bank, a bank account can be opened without visiting the bank.

Paying up of the share capital. This is also possible before incorporation. It can be done by transferring the capital to a trust account of a notary.  

Signing of the register of shareholders by the directors.  

Registration of the company at the Dutch tax authorities based on the activities registered with the trade register. For the VAT number, a questionnaire is completed.


 

Why opening a business in the Netherlands?

The Netherlands has an open economy, international business climate and attractive corporate income tax rates. Many globally-oriented businesses decided to create operational hubs in The Netherlands. For this they have registered Dutch companies. The Netherlands is listed by the World Economic Forum as an competitive economy of Europe.

Fast-growing sectors such as IT are driving this. As the Netherlands scores high in all innovation rankings and thus a popular location. 

Operational subsidiaries are also set up by ABiLiTieS, especially within businesses that are active in import and export. The Rotterdam harbour and Amsterdam airport are ideal gateways to densely populated areas of Western Europe. 

The Netherlands has a favourable VAT regime. The country offers import VAT deferral until moment of filing and no Dutch VAT in case of intra-community supply. 

The country is also home to a range of holding companies because of its asset protection and attractive holding regime. 

Brexit is accelerating the number of businesses that are opened in the Netherlands to lower the amount of paper work for import and export companies. 

All the advantages makes the Netherlands an enticing prospect.


Watch ABiLiTieS' video on the advantages of the Netherlands for opening a business:


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 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 is estimated at € 3.500, ex. VAT, one time. It includes a client acceptance process and assistance with bank account opening. 

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


Major business cities in the Netherlands

The Netherlands has several large cities and regions that are very attractive for companies to operate from. Among the most important regions we find, for example, the Randstad, a metropolitan area in the west of the country, which is very easily accessible. In addition, there are a number of large cities that can be extra attractive for establishing your company. This region comprises The Hague, Rotterdam, Utrecht, Amsterdam and Eindhoven.

Establishing a company in The Hague

The Hague is the international center of peace and justice, with the largest security cluster in Europe, partly due to the presence of more than 400 security companies. In addition, many embassies are present in this city and the location of many internationally operating companies.

Registering a company in Rotterdam

The most attractive thing about Rotterdam is of course the presence of the port of Rotterdam. This is the most active and largest shipping port in Europe. It is the second largest city in the Netherlands after Amsterdam. Rotterdam is often seen as the most ideal city as a location for various start-ups. Here too, many parties have established an international hub, such as Cambridge Innovation Centre.

Starting a company in Utrecht

Establishing a company in Utrecht is especially interesting because Utrecht is located in the heart of the Netherlands. More than 400 startups can be found and Utrecht has already been recognized twice as a leader among the competitive regions in Europe. Utrecht is also popular for its high attention to sustainability and healthy living environments.

Establishing a business in Amsterdam

Amsterdam, the capital of the Netherlands, can count itself among the most attractive destinations for companies. Several giants can be found in this city, including Google, Uber and Salesforce. Amsterdam is also known as the capital of start-ups in mainland Europe.

Setting up a company in Eindhoven

Eindhoven is more than once seen as the brain of the Netherlands, especially because the Brainport region is located here. As early as 2011, Eindhoven was named the smartest region in the world by the Intelligent Community Forum. The technological environment in Eindhoven knows how to attract the attention of Silicon Valley and is therefore also a hotspot for businesses.



Which kind of Dutch legal entities are used?

Most common legal form in the Netherlands is the private limited liability company (BV = Besloten Vennootschap). It is used for holding, finance, royalty and operational activities. Under Dutch law a BV gives a high level of flexibility. 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 one or more shareholders. A BV can also have a board of supervisory directors. The shareholders, board members and supervisory directors shall comply with good governance rules. If followed, you can not be held liable for the debts of the BV.



Which taxes apply?

For a pure holding company in general only a requirement for filing corporate income tax returns stands. Potentially dividend withholding returns can exist. 

For operational businesses also the need to file for other taxes can apply. Value added tax and wage tax are normal.


BV under incorporation

A BV-under-incorporation status can be an option in case not all incorporation documents have been collected yet. The status allows signing of agreements, such as a rent or financing agreement. Registration of a company under incorporation can also help to claim a business name to avoid the chance it will be taken by another party. 

To obtain the BV-under-incorporation status, a notary must confirm that incorporation activities are carried out. In addition to this confirmation, the Chamber of Commerce shall receive a draft deed of incorporation. 

At receipt of both documents, the Chamber of Commerce will register the BV under incorporation. From that moment, you can execute legal acts on behalf of the BV under incorporation. 

The incorporators and (future) directors will remain to be jointly and severally liable. This for any debts and liabilities arising from the legal acts of the BV under incorporation. They will be released by ratification of the legal acts of the BV via a board resolution.


How to fund a BV?

There are many options to finance a BV. Most common ways are: loan, share capital and share premium. For an intragroup loan it is important that the conditions are at-arms-length. Also realise that a loan can result to a taxable profit. Share capital is tax neutral and requires a notarial deed. 


Share premium, a kind of capital created by means of paying up above the nominal value of the shares, is a practical option. This type of capital solely requires an agreement between the BV and its shareholder(s) and a shareholders resolution.   

 

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


What expenses will a Dutch holding company bring?

The most relevant expenses are for:

> notarial deed of incorporation, here online indentification saves on legalisation

> legal and secretarial assistance, for resolutions, minutes, proxies and correspondence

> bookkeeping and annual report

> annual corporate income tax return

> directorship

> business address

Consider an extended first financial year to lower the expenses on accounting and the corporate tax return.


UBO register

On 27 September 2020 the UBO register was introduced in the Netherlands. As from this date the notary registers the 'ultimate beneficial owners' of Dutch companies at incorporation. Natural persons with a stake of more than 25% in ownership or voting rights are recorded in the UBO register. 

Existing companies have until 27 March 2022, or 18 months, to register their UBO's. In case no one qualifies as UBO, a pseudo UBO is registered. The higher management will then be included in the UBO register. 


Information on corporate services

We are always available to discuss the assistance you require in the Netherlands. Contact us by telephone (+31 20 7470291) or email (info@abilitiestrust.nl).


Useful links:

Netherlands Foreign Investment Agency with information on investing in the Netherlands

I amsterdam with information for companies interested in the Amsterdam region