How to do a company registration in the Netherlands?
When you realize that the Netherlands is the best location for your European venture and when you have figured out your European marketing strategy, it’s time to read this article, It is all about company registration in the Netherlands.
Top 10 questions people ask when they like to know how to register a company in the Netherlands:
- What is the most common legal form for a company in the Netherlands?
- How does an incorporation procedure work? How do I form a company in the Netherlands?
- Do I need to be in the Netherlands to open a company?
- How long does company formation take?
- Where do I get the company registration number and certificate in the Netherlands?
- Where do I get the Dutch tax registration number (or tax ID)? And the Dutch VAT number?
- How much does company formation cost?
- Do you I need an address in the Netherlands? How much will that cost?
- Does the BV need Dutch resident directors?
- Does the BV need Dutch resident shareholders?
Many of the Dutch legal forms of business are comparable to what you would know in the US. A common choice for companies that are expanding to the Netherlands and like a company registration, is a legal form with a corporate – or legal personality: a Private limited company (a Dutch BV or ‘besloten vennootschap’). You won’t be alone: the Netherlands has about 350,000 registered BVs. The corporate structure is comparable to an LLC.
A Dutch BV has the following basic characteristics:
- Incorporated and registered in the trade register by a notary public
- Equity is divided into shares
- Minimum share capital is € 0.01
- Directors run the day-to-day business
- Directors may live and work outside the Netherlands
- Directors can be private persons or companies
- Address needs to be in the Netherlands
Shareholders may appoint a board of supervisory directors to monitor the managing directors.
Clearly, there are more options… Like to know which these are? Check it out on our page that deals with all Dutch legal forms.
We summarized 8 easy steps on how to form your Dutch BV. You can find that on our ‘8 easy steps’ page right here.
In addition, when you are good to go to set up your Dutch BV, please complete our Incorporation Questionnaire.
No. That is not necessary. As an incorporator of a Dutch BV you can issue a power of attorney to a notary public. The notary will then represent you at the incorporation. This is applicable for the incorporators as well as the managing directors. You will need to supply documents to proof your personal identity. Or to proof your authority to represent a company that may act as the incorporator of the Dutch BV. Check out our ‘Incorporation Questionnaire’ for the exact requirements.
- Completion of the Incorporation Questionnaire 30 minutes (it’s up to you)
- Incorporation by a notary public 1 – 2 weeks
- Obtaining company registration number < 1 week after incorporation
- Obtaining company tax numbers < 2 weeks after incorporation
After the finalisation and certification of the deed of incorporation of your new company, the notary will take care of the registration. The registration is done with the trade register of the Dutch Chamber of Commerce (‘Kamer van Koophandel’).
The trade register will issue the company registration number (commonly known as the ‘KvK-nummer’). After the registration of the company, the Chamber of Commerce will issue a first extract from their trade register (‘uittreksel Kamer van Koophandel’). This first notice is a confirmation that your company has been registered.
When registering a new company the notary will inform the Chamber of Commerce about your planned activities. These activities are communicated directly by the Chamber of Commerce to the Dutch tax authorities. Based on these activities the applicable tax numbers are issued. Most commonly issued numbers are:
- General tax number
- VAT number
In addition, you will be informed of the taxes that your company is liable for and the frequency of tax returns. In many cases, this is:
- Corporate Income Tax : annually
- VAT : quarterly
If you are interested to learn how we can help to lift the burden of regular tax returns, please contact us here.
Costs for a notary public vary from € 550 to € 2,500, with a mode of around € 1,200. Basically, the choice for a notary depends on the complexity of the company you like to form. With increasing complexity, a notary public with experience in international structuring is needed. PrimeBridge guides you through the vast number of notaries that are out there.
Yes, you do. Prices start at € 1,800 per year. Before the actual incorporation of a Dutch entity, you will need an address to establish the company on. This needs to be in the Netherlands. In principle it can be any address. Frequently used options are so-called ‘virtual offices’. The landlord takes care of incoming mail and forwards this to you. Such providers offer a variety of services such as turnkey offices, meeting facilities, etc.
Should you need any assistance sourcing a suitable office space, please let us know here.
No, that is not needed from a legal perspective. From a tax perspective though, it is wise to ensure that at least 50% of directors are in the Netherlands. If the BV wants to make use of the myriad of tax treaties the Netherlands has with other countries, this is a common ‘tax substance requirement’. Tax treaties usually assume that management decisions take place in the Netherlands. One way to proof this is by having a predominantly Dutch board of directors and arrange for board meetings in the Netherlands. Not having a predominantly Dutch board of directors may have adverse tax consequences in your country of origin. Your local tax authorities may argue that your Dutch BV is effectively managed in your country and thus to be regarded as an entity, for tax purposes, of your country.
PrimeBridge offers solutions to meet this important 50% minimum requirement. Please ask us how.
No. Not needed. All shareholders may be outside the Netherlands.