Company registration in the Netherlands

Company registration in the Netherlands – general information

Is setting up a company in the Netherlands a good idea?

Starting a business in the Netherlands is a strategic move for many entrepreneurs looking to take advantage of the benefits offered by one of the most dynamic economies in Europe.

The Netherlands is renowned for its simple and transparent company formation process and an attractive business environment with minimal government intervention.

In our article, you will learn how to establish a B.V. (besloten vennootschap), which is the equivalent of a limited liability company, with an initial capital as low as 1 EUR. We will also present key information regarding company management, legal requirements, and the tax benefits associated with conducting business in the Netherlands.

Whether you are considering establishing a parent company or a subsidiary, the Netherlands offers flexible solutions for international investors.

Establishing a company in the Netherlands

The Netherlands boasts one of the strongest economies in the world—ranked sixth in Europe and sixteenth globally. Nevertheless, the country continually strives to ensure that foreign trade constitutes more than half of its GDP.

The Dutch economy is perceived as open with minimal government intervention. In this post, you will learn how to establish a company in the Netherlands.

Limited liability company in the Netherlands – b.v. (besloten vennootschap)

A private company, “besloten vennootschap” (b.v.), is a company with liability limited to the value of the shares that have been registered. A b.v. can be established with an initial capital as low as 1 EUR.

A Dutch subsidiary can be founded by one or more shareholders, who can be either individuals or legal entities—their nationality does not matter.

If the shares of the company are held by a single shareholder, any agreement between that shareholder and the company must be made in writing—this also applies to resolutions adopted by that shareholder.

Additionally, such a company is required to provide the name and residential address of the shareholder to the Chamber of Commerce register in the district where the company is registered. b.v.s are generally the best vehicle for creating a subsidiary.

The transfer of shares or the right to shares (e.g., through pledge, security) must be executed by drawing up the appropriate notarial deed before a notary.

Company registration in the Netherlands. Founders

A B.V. company can be established by one or more founders, who can be either individuals or legal entities (their nationality does not matter). They may fully manage the company, meaning that hiring a secretary is not required.

If the company has only one shareholder, this does not result in personal liability, but the shareholder’s name will appear on the founding certificate.

Company registration in the Netherlands. Notarial Deed

The notarial deed will be signed before a notary and filed with the trade register. The official notarial deed establishing the company will be drawn up in Dutch. It should include details about the founders and board members, as well as the amounts they will contribute to the share capital.

Company registration in the Netherlands. Share capital

The share capital can consist of one or two shares. It is required that at least one share carries voting rights and one share carries the right to profit, or one share is a combination of both rights. Dutch law does not impose a minimum share value.

Therefore, it is possible for the initial capital to be as low as 1 EUR. However, if the company has more than one shareholder, this capital should be higher. To maintain flexibility, it is advisable to consider a slightly higher capital, which also necessitates having funds available to cover ongoing expenses.

Capital of less than 500 EUR can be paid in cash, while higher amounts must be paid via bank transfer. Until the total share capital is fully paid, the shareholder is personally liable with their entire estate for all the company’s transactions.

Company registration in the Netherlands. Company management

The management board of the company has unlimited authority to represent the company’s interests, on par with its individual members, unless the company’s articles of association state otherwise. The only possible limitation is the requirement for joint signatures on documents by board members. Therefore, if someone wishes to limit the director’s authority to represent the company, they should either not be a board member or have a joint right to sign.

Company registration in the Netherlands. Annual audit

A B.V. company must maintain full accounting records in the Netherlands, submit periodic VAT returns and income tax filings, prepare annual financial statements, and file the appropriate tax declarations. An annual audit is required if the company’s turnover exceeds 7 million EUR and the balance sheet shows an income of 3.5 million EUR.

Information needed to start a company in the Netherlands

Sometimes, a company or its founder is required to obtain a license or permit to start certain types of activities. It is not necessary to have documented knowledge and experience to conduct business – the law assumes that entrepreneurs have or will acquire the necessary expertise and experience to ensure the quality of their products or services.

There is one exception: bakers, butchers, and companies carrying out electromechanical installations must obtain a Vaktechniek (professional diploma) as well as a Bedrijfstechniek (business diploma).

Liability of directors and board members of a company in the Netherlands

Directors of a B.V. (private limited company) can be held liable for unpaid dues if they fail to notify the local authorities about the company’s inability to pay its debts. This form of liability applies to income taxes and VAT owed to the Dutch authorities.

Private and public companies in the Netherlands

Dutch law distinguishes between two types of limited liability companies: the public limited company (Naamloze Vennootschap – N.V.) and the private limited company (Besloten Vennootschap – B.V.).

The differences are:

(a) A B.V. (unlike an N.V.) does not issue share certificates or bearer shares.

(b) The transfer of shares in a B.V. (unlike in an N.V.) can be blocked by a notarial deed, or may include other specific restrictions or conditions.

(c) A B.V. can be established with an initial capital of 1 EUR, whereas an N.V. must have a minimum capital of 45,000 EUR.

A Dutch subsidiary can be established by one or more shareholders, who may be either individuals or legal entities – their nationality is irrelevant.

If all shares in the company are held by a single shareholder, any contract between that shareholder and the company must be in writing. Resolutions passed by the shareholder must also be documented in writing.

Additionally, such a company is required to provide the name and residential address of the shareholder to the commercial register of the Chamber of Commerce in the district where the company is registered. B.V.s are usually the preferred vehicle for establishing a subsidiary.

The transfer of shares or rights to shares (e.g., through a pledge or security interest) must be executed by drawing up the appropriate notarial deed. This requirement does not apply to N.V. companies whose shares and share certificates are listed on the stock exchange.

Corporate income tax and companies in the Netherlands

Corporate income tax is levied on companies established in the Netherlands (resident taxpayers) as well as certain companies not established in the Netherlands but generating income from the Netherlands (non-resident taxpayers). The assessment is based on income in the broadest sense, with certain additions and deductions. Losses from previous years can be deducted.

Certain categories of profits may be exempt from taxation. Additionally, the participation exemption applies to all dividends, profits, and losses related to holding at least a 5% stake in a subsidiary. This rule, which prevents double taxation, generally applies to dividends from both domestic and foreign subsidiaries.

Losses related to the liquidation of a subsidiary can, under certain conditions, be deducted by the parent company. Deductions for interest paid on non-functional loans and loans related to group share reorganizations are limited to specific circumstances.

Another provision allows companies to depreciate non-profitable holdings by 25% or more within the first five years of acquisition. A company that holds 100% of the shares in a Dutch subsidiary may, under certain conditions, request to be treated as a fiscal unity – it’s possible to recognize fiscal unity for more than two companies.

As a result, negative results of companies within the unity can be horizontally offset by the positive results of others. Interest paid to a company in connection with the acquisition of shares in Dutch operational companies cannot be deducted from the profits of these operational companies.

Currently, dividends are taxed at a rate of 15%.

VAT (Value Added Tax)

The VAT rate in the Netherlands is 21%.

The following transactions are subject to VAT:

• The sale of goods and services by companies within the Netherlands;
• Intra-community acquisitions of goods in the Netherlands for business purposes by entrepreneurs and corporations;
• Intra-community acquisitions of new means of transport;
• The import of goods from outside the EU.

A reduced VAT rate of 6% applies to certain categories of goods and services, such as food products, books, medicines, artworks, antiques, and admission to museums, zoos, theaters, and sports events. Exemptions apply to specific groups of goods and services, such as educational, medical, and cultural services. Additionally, services provided to companies from other EU countries may be exempt from VAT.

Companies can deduct the VAT paid on purchases and other business expenses from the VAT owed on their sales. However, if an exemption from VAT applies, the deducted VAT on purchases cannot be claimed. VAT returns are usually filed quarterly, and in the case of high turnover, they may be filed monthly.

Company registration in the Netherlands – Branch or subsidiary?

A subsidiary and a parent company are two separate entities. The parent company bears no liability for the operations of the subsidiary. The liability of the subsidiary is limited to the assets it possesses.

In contrast, a foreign investor is fully liable for the actions of a branch with their own assets. From a business perspective, a Dutch subsidiary is regarded as a trustworthy European company rather than being seen as a foreign company or a branch of one.

Clients in the Netherlands often prefer to do business with companies established under local law. These companies appear more trustworthy than foreign Ltd. entities because they are regulated by familiar local laws.

Company registration in the Netherlands

The requirements for filing annual tax returns are much less invasive for subsidiaries than for branches. A branch’s tax return will disclose the financial information of the parent company, while one of the goals may be to maintain anonymity.

Moreover, a branch may be subject to entirely different requirements both in the Netherlands and in the jurisdiction where the parent company is registered.

For purposes such as opening a bank account or signing contracts, it may be necessary to establish a subsidiary. However, a branch might be sufficient for running a single project, as the registration process is faster and simpler.

Przepływy pieniężne między zagranicznym przedsiębiorcą a jego oddziałem / przedstawicielstwem nie podlegają opodatkowaniu podatkiem dochodowym na terytorium Polski.

Przedsiębiorca zagraniczny prowadzący oddział / przedstawicielstwo podlega opodatkowaniu podatkiem dochodowym w zakresie dochodu uzyskanego w Polsce,
chyba że umowy międzynarodowe o unikaniu podwójnego opodatkowania stanowią inaczej.

Nie ma jakichkolwiek szczególnych restrykcji, jeśli chodzi o zagranicznych inwestorów rozpoczynających działalność w Holandii. Nie ma również restrykcji odnośnie posiadania nieruchomości czy repatriacji kapitału i zysków.

Branch in the Netherlands

Establishing a branch in the Netherlands for a foreign company does not require prior approval from Dutch authorities. The central office of the Polish company only needs to submit certain documents and information to the commercial register in the district where the branch will be opened.

A local partner handles this process on behalf of the client. The costs associated with generating income in the Netherlands, as well as VAT (rate of 21%), are paid in the Netherlands.

The Polish company can charge the branch for services or general expenses, thereby transferring costs. However, the cost allocation must be pre-determined.

In Poland, the administration of the branch is consolidated with the administration of the Polish company, with corporate tax paid in the Netherlands (rate of 20% or 25% if income exceeds 200,000 EUR) being reconciled with Polish tax by the end of March each year for the previous year.

The branch must have an address and conduct actual business activities. Substantial presence is ensured by employing a resident employee (director) in the Netherlands.

The issue of appointing a director can be resolved through a trustee service, and a virtual office can serve as the branch’s address.

During the pre-registration phase of the branch, the local partner provides their address or assigns it to the residence of the director residing in the Netherlands, after which it is transferred to the virtual office address.

Documents required to open a branch:

Translation of the documents from point 8 into Dutch, German, English, or French.

Confirmation of KRS registration (not older than 1 month);

Translation of the KRS document (point 1) into Dutch, German, English, or French;

Copy of the founding deed along with the articles of association;

Copies of the latest amendments to the articles of association (if they have been amended);

Translation of the founding deed and the latest amendments to the deed/articles of association (points 3 and 4) into Dutch, German, English, or French;

Legalization of the identity document of the board member;

Legalization of proof of residence for each board member (this can also be on the same form as the ID legalization – only in the case of an identity card being used as the identity document);

Extract from the KRS register of the company and a copy of the identity document of the board member (when the management is performed by an external company);

Information required to open a branch:

• Name under which the branch will operate, a brief description of its activities, the number of employees, the amount of capital contributed, and the address;
• Manager’s details: full name, full address, date of birth, BSN/SOFI number, scope of duties and rights (the manager must be a Dutch national), along with their signature and a copy of their identity document.

Once the original, signed documents and forms are received, the entity is registered within 2-3 days, followed by the registration of its VAT and corporate income tax (CIT) numbers.

There are no notarial costs involved since no new entity is being established in the Netherlands. Only a branch of an existing foreign entity is being registered, which means that the foreign company bears responsibility for the operations of the representative office.

Partnership in the Netherlands

A partnership, either in the form of a general partnership (Vennootschap Onder Firma – V.O.F.) or a limited partnership (Commanditaire Vennootschap – C.V.), can be established by at least two partners, who may be either individuals or legal entities. The parties must enter into a partnership agreement, and the partnership (not the contract) must be registered in the commercial register of the Chamber of Commerce.

In a general partnership (V.O.F.), the partners are jointly and fully liable for the company’s obligations. In a limited partnership (C.V.), the limited partner is liable only up to the amount of their financial contribution to the capital, provided that they do not participate in the management of the partnership in relation to third parties.

The identity of the limited partner is not registered in the commercial register. There are no restrictions on forming a partnership between a foreign investor and a Dutch resident.

Opening a bank account in the Netherlands

Immediately after signing the notarial deed and registering it with the commercial register, it is possible to schedule an appointment at a bank branch to open a company bank account in the Netherlands. The following documents are required:

• An original certified extract from the Chamber of Commerce confirming the registration of the B.V. company in the company register (not older than 3 months);
• The company’s articles of association and the deed of incorporation (in the form of a notarial deed).

The identity of the company’s directors must be confirmed with the following documents:

• An original identity document (identity card/passport);
• A copy of the identity document notarized by a notary in the Netherlands.

Other board members must be identified by providing:

• Full name, address, date of birth, and residency details;
• A completed UBO (Ultimate Beneficial Owner) declaration.

Accounting in the Netherlands

Company registration in the Netherlands

If you’re looking to establish a company in the Netherlands or learn more about the tax system or residency rules, you’re in the right place. Our firm has been assisting clients in setting up and managing companies abroad for over 10 years. If you want to know more, please contact us.

Company registration in the Netherlands – FAQs

Procedure for company registration in the Netherlands

Company registration in the Netherlands: Registration process

1. Drafting the deed of incorporation:
   The deed of incorporation must be drafted in notarial form and signed by the shareholders in the presence of a notary. This deed must include details about the founders, board members, and the amount of initial share capital.
2. Payment of initial share capital:
   The declared initial share capital must be deposited into the company’s bank account.
3. Submission of documents:
   The notary submits the necessary documents to the commercial register of the Chamber of Commerce relevant to the company’s registered location.

Company registration in the Netherlands: Shareholders

• There are no restrictions on the number of shareholders, but at least one shareholder is required to establish the company. Foreign shareholders are permitted.

Company registration in the Netherlands: Management

• The company can be managed by a single director or a board of directors. Shareholders may serve on the board.
• Any individual, regardless of nationality or residency, can become a director, and this role can also be fulfilled by a legal entity. Companies with more than 50 employees must establish a works council, whose representatives have the right to participate in discussions and advise the management on important matters.

Company registration in the Netherlands: Registered office

• The company must have a registered address, with provisions for phone and mail forwarding. It is also possible to have a physical office (costs vary depending on requirements).

Company registration in the Netherlands: Timeline

• The process of establishing a company takes approximately 2 weeks.

Company registration in the Netherlands: Capital

There is no required minimum capital.

Company registration in the Netherlands: Taxes and finances

Company registration in the Netherlands. Tax regime

The Netherlands offers a tax regime favorable to international holding companies. Due to the exemption from income tax for holding companies, it is worth considering establishing a holding company in the Netherlands for a corporate group.

Company registration in the Netherlands. Tax residence of a company in the Netherlands

A company is considered a resident if it is registered in the Netherlands or is managed and controlled from there. Residents pay tax on income derived both domestically and abroad.

Non-residents pay tax only on income earned in the Netherlands. This tax is applied to the company’s revenue from its operations both domestically and internationally, passive income, and capital gains.

CIT rate for companies in the Netherlands

The corporate income tax rate is 20% for the first 200,000 Euros of income; 25% for income exceeding 200,000 Euros. These rates are expected to gradually decrease, reaching 16% and 21% respectively by 2021.

Normal business-related expenses can be deducted. The most commonly used method is the straight-line method, although entrepreneurs may also choose the declining balance method. Losses can be carried forward for up to 9 years and carried back for 1 year.

Some businesses may be subject to additional conditions. Profits from the sale of shares are not taxed if certain conditions are met. Other profits are taxed at the same rate as regular income.

Double taxation

The Netherlands is a party to many treaties that ensure businesses are excluded from double taxation.

Anti-Tax avoidance

Transfer pricing: The arm’s length principle applies. Full documentation of intra-group transactions is required. The Netherlands follows OECD guidelines. International businesses must prepare a country-by-country report of their activities.

Accounting for a company in the Netherlands

The fiscal year is the calendar year. Another fiscal year model may be adopted if this information is included in the deed of incorporation.

The fiscal year usually consists of 12 months, although the first year of operation may be longer or shorter. Tax returns are filed annually via electronic submission, within a maximum of five months after the end of the fiscal year.

At the taxpayer’s request, this deadline may be extended. Tax payments are made monthly. Consolidated financial statements can be submitted. To qualify, the parent company must hold at least 95% of the subsidiary’s shares, and both companies must have the same fiscal year. The statute of limitations is 5 years.

For income from abroad, this period extends to 12 years. Annual financial statements, schedules, and management reporting are mandatory, based on the estimated number of monthly invoices and annual turnover forecasts.

Company registration in the Netherlands. Withholding tax

Dividends paid to residents or non-residents are subject to a 15% withholding tax, unless tax treaties or EU Directives reduce this rate.

Company registration in the Netherlands. VAT

The standard VAT rate is 21% (reduced rates are 0% and 6%). Registration is mandatory for all entrepreneurs engaging in taxable transactions. VAT returns and payments are made monthly, quarterly, or annually depending on the amount of VAT owed.

Company registration in the Netherlands. Other taxes

• Property Tax: Rates depend on the location of the property.
• Real Estate Transfer Tax: 6% of the property’s value; a reduced rate of 2% applies to residential properties.
• Customs Duties: Imposed on products originating from outside the EU.
• Excise Duties: Imposed on alcohol and alcoholic beverages, tobacco, and fuels.
• Environmental Taxes: Taxes on the production and import of coal; taxes on electricity, gas, and water consumption; taxes on waste production.
• Insurance Premium Tax: 21%; Vehicle tax – the rate varies depending on the type of vehicle and the fuel it uses.

Company registration in the Netherlands: Local labour Law

Company registration in the Netherlands. Employment contracts

Dutch law does not require employment contracts to be in written form, so agreements with employees can be made orally.

Company registration in the Netherlands. Working hours

The maximum daily working time is 12 hours (60 hours per week). Over a four-week period, an employee cannot work more than 55 hours per week, and over a 16-week period, no more than 48 hours per week. Sundays are generally free from work unless the employee agrees to work on Sundays (in which case, they are entitled to 13 Sundays off per year).

All employees are entitled to paid vacation, with the minimum being four times the number of days worked per week. Collective agreements typically provide for at least 25 days of leave. Employees are also entitled to 1-4 days off for personal events.

Company registration in the Netherlands. Wages

The government regularly increases the minimum wage, which is currently 1,578 Euros per month for employees over the age of 23.

Company registration in the Netherlands. Social insurance

Social insurance contributions are mandatory and are paid by both the employer (18.69% of gross monthly salary) and the employee (27.65%).

Company registration in the Netherlands. Termination of employment

Before dismissing an employee, the employer must inform the local Employment Office and the trade union. Dismissal can only proceed after receiving approval from the Employment Office. The notice period varies depending on the length of employment, ranging from 1 month for those employed less than 5 years to 4 months for those employed more than 15 years. The employer can appeal a negative decision from the Employment Office to the court.

Company registration in the Netherlands: Additional information

The Netherlands is considered a tax haven for certain business ventures.

Clients engaged in ventures involving copyrights or industrial property rights can benefit from a special tax regime, provided they have developed or, in some cases, purchased specific intangible rights:

• Small taxpayers, i.e., those whose global turnover (group turnover) is less than 250 million EUR and whose qualifying intangible assets generate less than 37.5 million EUR over 5 years, can benefit from a reduced tax rate of 5%.
• Large taxpayers must meet additional requirements, such as obtaining an exclusive patent for an invention.

Additionally, it is worth noting the exemption from taxation on dividend income when a Dutch company holds more than 5% of the shares in a subsidiary.