Company Registration in Netherlands

Netherlands, also referred to as Holland, is a country in Western Europe. The largest city in the Netherlands is called Amsterdam, and it offers a wide range of business services. It is a nation where launching a business is simple. The treaties and bilateral agreements with the other member nations act as a benefit that gives the company registered in this nation a competitive advantage over its rivals in the market.

Notwithstanding the damage that the COVID-19 outbreak has caused to businesses worldwide, Netherlands is placed fourth globally in the Institute of Management Development’s Competitiveness Ranking 2021 due to its intense international competition. The Netherlands is ranked second in the world for economic performance, fourth for corporate efficiency, twelve for government efficiency, and seventh for infrastructure. Investors are therefore eager to choose Dutch company registration.

It’s critical for the investor to understand the procedures involved in company registration in the Netherlands because the investor needs to exercise caution during this process.

Advantages of registering a company in the Netherlands

• better opportunities for growth

The Netherlands offers stronger growth chances since the nation is placed fourth globally by the Institute of Management Development’s Competitiveness Ranking 2021 due to its highly competitive global environment. The Netherlands is the best location for company registration since it ranks second in economic performance, fourth in business efficiency, twelve in government efficiency, and seven in infrastructure.

• Construction Resources

The Netherlands’ high-speed rail networks make travel quite convenient. The largest seaport in the EU is Rotterdam. Because of this, conducting commercial commerce in fields relating to fisheries and shipping commodities is simple.

• Public Incentives

The government provides many advantages to international business owners. Aside from this, the government only occasionally interferes with foreign investment in the nation.

• Optimal Tax System

One of the world’s most effective tax regimes is found in the Netherlands. Every system involved in submitting tax returns and filing taxes operates online. Depending on what the relevant authorities need, annual tax can be paid.

• Yearly Review

If the following conditions are met, anyone choosing to register a company in the Netherlands is exempt from having to undergo an annual audit.

If the company’s annual revenue is less than EUR 8.80 Million and if it employs fewer than 50 people.

• Competent Workforce

The literacy rate among Dutch citizens is high. More than 90% of people can read and write. As a result, businesses can hire qualified workers from a variety of backgrounds.

Several Business Models for Dutch Company Registration

The Netherlands has a variety of business structures, therefore it is crucial for the investor to thoroughly investigate the various business structures present in this nation and select the one that best suits their needs. For the purpose of registering a business in the Netherlands, the following types of business structures may be used:

• C.V (Limited Partnership Entity) (Limited Partnership Entity)

This kind of business is run by multiple people. With this form of business, there are two different types of partners: active partners and limited partners. The limited partner works with the trader who requires financial support as the company’s financial backer. The active partner, who is responsible for overseeing the day-to-day activities of the company, is the other partner and does not need to register with the trade register.

• UA cooperation

This organisation is also regarded as a cooperative with limited responsibility. This type of entity would also fall under the independent legal entity idea. To run the cooperative’s operations, directors and other executives would be chosen by the cooperative’s members. To be taken into account by the board, members are appointed. As a result, the cooperative is required to exclusively appoint members to serve as directors.

• Division Office

The foreign corporation registers the branch office as a legal entity. A business that conducts business outside of the Netherlands chooses this sort of corporate structure. This organisation serves as a neighbourhood hub for doing various business operations. In this case, a corporate representative is chosen to handle the Branch office’s duties. Registration with the Dutch Trade Registry is required for the firm representative.

• B.V (Private Limited Liability Corporation) (Private Limited Liability Company)

This organisation has the status of a private limited company, which includes characteristics like limited liability and independent legal entity, meaning that the liabilities of the owners and directors are restricted to a specific percentage of paid up capital. The corporation is managed by its directors and shareholders, and the board of directors always includes at least one director. The directors must have at least 50% Dutch nationality. Hence, having a resident director is a need.

eligibility requirements for Dutch company registration

The following qualifying requirements must be met in order to register a corporation in the Netherlands:

• Objects

The applicant’s application must include a statement of the company’s goals.

• Lowest Capital

The minimum capital that must be subscribed for a business to be incorporated in the Netherlands varies from company to company and is as follows:

• V (Limited Partnership Entity) (Limited Partnership Entity)

For the creation of this kind of organisation, there are no minimal capital requirements. To create this kind of business, all partners must agree on their respective contributions.

• UA cooperation

No minimum capital is required. The cooperative’s members may decide to jointly contribute to the cooperative’s equity, nevertheless.

• Division Office

Typically, the required capital would be determined by the main office outside of the Netherlands.

• Directors’ and shareholders’ passports and visas

Directors’ Data Cards

Dutch Business Registration Procedures

In order to register a business in the Netherlands, the procedures listed below must be followed:

• BV (Private Limited Corporation) 
• Document Organization for Notarization
• Before the paperwork may be notarized, the applicant must execute the incorporation documents and the power of attorney before going to the appropriate civil law notary to register a business in the Netherlands.
• Documents are submitted to the Registrar.
• The Dutch Trade Registry would need to receive information and supporting evidence from the applicant.

Release of the Registration Certificate

After the notary has created the certificate or shareholders register, it must be held at the company’s official registered office address.

• Limited Partnership C.V.

Cooperative UA Partnership Deed Partners Details

• Cooperation Accord.

Application of Notary for Deed of Execution, AOA, and MOA

• Division Office

a copy of the company’s charter documents, duly notarized, from the head office

copies of the AOA Commercial Register and the MOA from the headquarters

Directors’ and shareholders’ passports and visas

Directors’ Data Cards

Dutch Business Registration Procedures

In order to register a business in the Netherlands, the procedures listed below must be followed:

BV (Private Limited Corporation) (Private Limited Company)

1. Document Organization for Notarization
2. Before the paperwork may be notarized, the applicant must execute the incorporation documents and the power of attorney before going to the appropriate civil law notary to register a business in the Netherlands.
3. Documents are submitted to the Registrar.
4. The Dutch Trade Registry would need to receive information and supporting evidence from the applicant.
5. Release of the Registration Certificate
6. After the notary has created the certificate or shareholders register, it must be held at the company’s official registered office address.

• Limited Partnership C.V.

1. The signing of a partnership agreement
2. The respective partnership agreement must first be signed by the partners. This agreement must be signed by all business partners.

• Application submission to the Dutch Notary

Upon execution, the document would be submitted to the Dutch notary. The notary would check the paperwork and then submit it with the Dutch Trade Registry. Only partnerships conducting business in the Netherlands would be subject to this.

• Certificate Is Given

After the documents have successfully undergone verification, the authority will issue the certificate.

UA cooperation

The process for incorporating a corporation is identical to that for incorporating a private limited company.

Division Office

• Board resolution adoption

A board resolution and a shareholders resolution pertaining to the establishing of an office in the Netherlands must first be approved by the head office (outside of the Netherlands).

• Application Submission

The Dutch Trade Registry would need to receive this incorporation application.

• Providing Important Papers

Official copies of the notary and each charter document must be obtained from the head office by the applicant. The articles of association, memorandum of association, and quotations from a head office business registration would all be included in the charter documents.

Dutch Business Registration Requirements: Compliances

The business must adhere to the requirements specified below.

• Investor Meetings

Annual General Meetings must be held by Private Limited Companies (BV) at least once every year. Conducting an annual general or shareholders meeting is also necessary for other types of business.

It is necessary for Board Meeting BV (Private Limited Corporation) to hold at least one board meeting. However, multiple meetings may be held depending on the needs of the business. Partnership firms are exempt from having board meetings.

• yearly tax returns

Every business must submit yearly tax returns to the relevant Dutch Authorities.

• business licencing

Within eight days of incorporation, all businesses, including a branch office, must be registered with the Dutch Trade Registry. The company’s shareholders and directors must have all pertinent information up to date.

Frequently Asked Questions

Why would someone choose to register a business in the Netherlands?

Due to the numerous chances that make doing business in the Netherlands simple, a potential candidate should register their firm there.

Is a resident director required in the Netherlands?

The company can need a resident director depending on the sort of business used. Dutch Private Limited businesses must, however, have resident directors per Dutch Company Law.

Is there a minimal capital need to register a business in the Netherlands?

No, registering a company does not require a minimum amount of capital.

What type of entity should be used in the Netherlands?

The optimum entity to use in the Netherlands for a corporation with a foreign base is a branch office. The applicant may, however, choose to establish a BV (private limited company) in the Netherlands.

Do I need to be physically present in the Netherlands to incorporate a business?

A power of attorney could be granted to the notary to complete the registration processes while forming a BV. There is no requirement for actual presence. To complete the registration procedures, a branch office may choose a representative.

What is the Netherlands’ current corporate tax rate?

The corporate tax rate in the Netherlands is now 20 to 25%.

How long does it take to register a corporation in the Netherlands?

In the Netherlands, a corporation can be registered for one month. In order to register a corporation in the Netherlands, only one shareholder and director are needed.