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Company set up

Company Formation in the Netherlands
Types of companies in the Netherlands
Setting up a company in the Netherlands
Opening a Company Branch or Subsidiary in the Netherlands
General questions relating to setting up a company

Company Formation in Netherlands

PHW Auditors & Tax Advisers can assist and guide foreign investors from all over the world throughout the entire company formation procedure in the Netherlands. Our assistance includes:

  • drafting Dutch Articles of Association (Incorporation) and granting assistance throughout the process;
  • drafting all other documents required for the incorporation;
  • arranging Public Notary procedures and certified translations (if required);
  • offering a Virtual Office for your company (if required);
  • setting up a bank account for your Dutch company.

PHW Auditors & Tax Advisers can provide assistance for the formation of the following types of companies:

Besloten Vennootschap (B.V. – Private Limited Company)
This type of Dutch company can have one shareholder, a managing board + supervisory board. It must maintain a local address (office) and a minimum share capital of EUR 18,000.

Naamloze Vennootschap (N.V. – Public Limited/Limited Liability Company)
This type of Dutch company can have at least one shareholder, a managing board + supervisory board. It must maintain a local address and a minimum share capital of EUR 45,000.

PHW Auditors & Tax advisers is also able to offer readymade Dutch companies (shelf) and VAT registration. Please contact us for more information and prices.

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Types of companies in the Netherlands

The Netherlands is a member of the European Union, a big advantage for residents of EU states. The jurisdiction of the Netherlands fully supports foreign ownership with company formation. Economically speaking, the Netherlands is very competitive (rated in 2011 as the seventh economy in the world), having a rapid and prosperous development. An entrepreneur may choose a company type that best suits his or her need, from various business entities.

Registration of Dutch Private Limited company (Besloten vennootschap - BV))
A limited liability company may be incorporated in the Netherlands by one or more individuals or legal entities, whether foreign or Dutch. The minimum capital of a limited company is EUR 18,000 and may be formed by a certain number of shares, of which at least 25% must be paid prior to registration. The company's shares are privately registered and may not be transferred. The partners liability is limited to the extent of their contribution to the company's assets.

Registration of Dutch Public Limited company (Naamloze Vennootschap - NV)
A public limited company functions the same as a private limited company, being formed by one or more individuals or legal entities, foreign or Dutch. However the minimum capital required is EUR 45.000; the shares are not registered and may be freely transferred to the public. The partner's liability is limited to the amount of capital invested by each member.

Registration of Dutch General Partnership (Vennootschap Onder Firma - VOF)
The general partnership in the Netherlands can be formed by at least two members, Dutch or foreign residents, individuals or legal entities, on the basis of a partnership agreement. There is no minimum capital required, nor does a general partnership have legal personality. The partners are each jointly and severally liable for the obligations of the partnership to the extent of their personal assets.

Registration of Dutch Limited Partnership (Commanditaire Vennootschap - CV)
In the Netherlands the limited partnership is a special form of general partnership. There are two types of partners, active and limited, or sleeping partners. The active partners are the ones who manage the company being responsible for the profits and losses of the company, and also having full liability to the partnership's obligations. The sleeping partners or the limited ones have limited liability to the extent of their contribution and do not interfere in the management of the company, provided that the partnership agreement does not state otherwise.

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Setting up a company in the Netherlands

The Netherlands is known as a prosperous and open economy whose jurisdiction allows and indeeds encourages foreign investments. Incorporating a company in the Netherlands has many advantages, including law taxes (what are law taxes?) and governmental support. The procedure is fairly simple and does not require much administration.

Preliminary activities before registering public and private limited companies in the Netherlands
An important step, prior to registration of a Dutch public and private limited company is opening a bank account and depositing the minimum capital required. After verification, the bank issues a certificate that is useful in the registration process. It is mandatory that another company does not use the name of the company. In order to ensure that this is not the case, the founders must verify the uniqueness of their company's name at the Chamber of Commerce. This procedure is done via e-mail, and the response arrives within a few days. Another important step, prior to registration, consists of submitting details of the incorporators and managing directors to the Ministry of Justice. After obtaining approval from the Ministry of Justice, the notary can execute the Deed of Incorporation. The deed must be signed and drafted by a civil law notary.

Registering private and public limited companies with the Commercial Register at the local Chamber of Commerce
The incorporators of the Dutch company can either visit the Chamber of Commerce and submit their application, in which case they receive a registration number within a few hours, or submit an application via e-mail, receiving the registration number within a week. The application must contain certified copies of the Deed of Incorporation, approval from the Ministry of justice and a bank certificate proving the minimum capital has been deposited.

Registering with the local tax authorities in the Netherlands
A private or public limited company in the Netherlands must obtain a tax number, which can be accomplished by submitting a registration form at the local tax authorities. The entrepreneurs must submit a separate registration form for income tax. Forms are obtained from local tax authorities, or from official websites, and consist mostly of the company and member's information.

Setting up a Dutch company from abroad
The government of the Netherlands has the same rules for foreign and national entrepreneurs, ensuring equal and non-discriminatory treatment. Due to the fact that the incorporation procedures are available electronically, the physical presence of the founders is not mandatory. The whole incorporation procedure for a foreign investor is no different from incorporation of a Dutch company.

How long does it take to found a Dutch company?
The minimum period of time for incorporating a Dutch company is ten days. However, registration with the tax authorities may take up to a month and obtaining approval from the Ministry of Justice may take up to two weeks. Usually a Dutch company is functional within approximately one month.

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Opening a Company Branch or Subsidiary in the Netherlands

The state of the Netherlands offers plenty of incentives for foreign investors and the many advantages make the Netherlands a good choice, starting from a stable economical environment to a capable and well-instructed workforce. Setting up a Dutch company is a straightforward process. Entrepreneurs who wish to set up a branch of their company in the Netherlands may do so completing a slightly more complex process. A Dutch branch is not a separate legal entity and the liability belongs to the parent company. There are some drawbacks such as complicated dealings with the Tax Authorities regarding the branch's tax obligations.

Preliminary activities prior to registering a company branch
Before registering a Dutch branch the founders must appoint a representative authenticated through power of attorney to represent and manage the branch. In order to incorporate the branch, articles of association, or foundation deeds must be prepared and notarized. A bank account for future transactions must also be opened and the minimum capital must be deposited. The bank must issue a deed in order to certify the deposit. The name of the branch must be registered and must contain the same name as the parent company.

Registering the Dutch branch in the Commercial Register at the local Chamber of Commerce
In order for the branch to be able to engage in commercial activities it must register with the Commercial Register at the local Chamber of Commerce. The registration process requires submitting an application, which should contain proof of existence of the foreign parent company, comprising a certificate of registration from the relevant institution, the articles of association of the branch, specimen signatures of the managing directors and the deed issued by the bank certifying that the minimum capital has been deposited. Usually, if the Chamber of Commerce is visited in person, the certificate of registration is issued within a few hours. However, the applicants may submit the documents by mail, which prolongs the process by about a week. After a decision has been made, the Chamber of Commerce sends an invoice by mail. In some cases, the institution requires additional information.

After obtaining the registration certificate, the company branch must prepare an application in order to register for tax purposes. The registration form can be filed in one day, but issuance of the required tax numbers can take a few weeks. However, a company branch comes into existence upon issuance of the registration certificate.

Setting up a company branch in the Netherlands from abroad
Even though the state of the Netherlands is open to foreign investment and does not impose many restrictions for foreign owned companies, nor on the currency used, it is mandatory that the company has a registered office in the Netherlands, and translations are required, but it is not mandatory to be authenticated. The foreign parent company may appoint a representative through power of attorney in order to carry out the incorporation procedures.

How long does it take to set up a Dutch branch?
The process of establishing a Dutch branch is straightforward and does not require too much time. However, there are some procedures that may take some time to complete, such as notarizing the documents or registering with the Commercial Register. If the application for registration is submitted in person the registration certificate is issued within a few hours. If, however, it is sent by regular mail, it may take up to a week. Registering a company branch in the Netherlands is usually completed within a maximum period of two weeks. .

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General questions related to setting up a company or branch in the Netherlands

How can I open a bank account in the Netherlands?
Setting up a bank account in the Netherlands is a mandatory provision for a foreign company for depositing the initial capital. The founders of the company may dispose of the capital after receiving the registration certificate. All banks will request proof of existence for an account titular and in most cases a passport suffices. A legal representative authorized to open the bank account through power of attorney can complete the procedure. However, in some cases, banks may request a personal visit by the bank titular. It is advisable for an entrepreneur to look for a Dutch bank and the make an inquiry about the necessity of a visit. A Dutch bank account offers many applications, including Internet banking intended to ease the process of administration of the account for the foreign trader.

How can I recruit personnel in the Netherlands?
The Netherlands has a well-trained and productive workforce and a newly established company looking to hire personnel will be pleased to find qualified candidates for most jobs. Using websites is very useful, as many Dutch portals offer plenty of applications intended to ease the selection process. There are also plenty of recruitment agencies to help an entrepreneur select the best candidates for the jobs on offer.

What is the average salary in the Netherlands?
The quality of life in the Netherlands is one of the highest in Europe, a fact that is reflected in the average monthly salary of Dutch employees, which reaches over 2,500 EUR.

What is the overall economical situation in the Netherlands?
The Netherlands economy is well known for stable industrial business relations, the food industry being the predominant industrial activity. However, there are many other valuable industrial sectors. The country has moderate unemployment and inflation and an important role as a European transportation hub. Ranking as one of the most attractive countries for foreign investment, the Netherlands has been the recipient of millions of foreign traders. The economic growth of the country has been spectacular in the last decades. , Global recession has also left its mark on the economy of Netherlands, with a reduced development rate being recorded in 2008 and 2009. In 2010 however, the Dutch economy showed a stable growth and in the first half of 2011 these growth numbers were consolidated.

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English PHW Auditors & Tax Advisers
Looierslaan 32a, 2264 AA Leidschendam
The Netherlands
Tel.+31 (0)70 327 02 03, Fax +31 (0)70 327 02 01