Register company in Netherlands
To register company in Netherlands is not a difficult process with Tetra Consultants’ assistance. Our team of experts makes the registration process of a Netherlands company easier for you by providing you assistance at every step of the company formation process so that you can channel your energy into other important aspects of your business.
The Netherlands is one of the favorable jurisdictions to register a company due to the stable and successful economy. Additionally, the country’s trade and investment policy is the most flexible and open in the world.
Our service package includes everything that you need to register company in Netherlands:
- Company registration with Netherlands Chamber of Commerce KVK
- Provision of local nominee director
- Local company secretary and registered address
- Opening a corporate bank account
- Annual accounting and tax services
How long does it take to register a Netherlands company and open a corporate bank account?
- Tetra Consultants will successfully complete the company registration process in the Netherlands within 3 weeks. Tetra Consultants will verify the Companies Registry for the availability of your preferred company name after securing due diligence documents of the directors and shareholders. Our team of experts would strive to complete the registration process without the need to travel.
- Once the aforementioned steps are completed, our team of experts will provide assistance with further process of the formation including the preparation of required corporate documents, notarization, and more.
- Within due time, you can expect to receive the registration details of your entity including your company number and certificate of incorporation.
- Upon the successful registration of your company, Tetra Consultants within 4 weeks will open a corporate bank account for your business entity. Consequently, within 7 weeks you can expect to officially operate your business with the Netherlands company formed with Tetra Consultants engagement.
- If you are keen to know more about the process, Tetra Consultants has prepared a step-by-step explanation of all steps required for Netherlands company incorporation.
Can a foreigner register a company in Netherlands?
- The Netherlands is one of the most welcoming European countries. With a taxation system that favors those who decide to relocate to the country and a competitive and efficient business environment, setting up a company here can be a good option for foreign enterprises seeking to expand their operations. In principle, the Netherlands does not have foreign ownership quotas or restrictions. However, in some specific strategic sectors, limitations apply for national security purposes. These sectors include defense and security, energy, public broadcasting, finance, transportation, media, and postal services
- Foreign investors can move to the Netherlands for business but the procedure may differ for citizens from European Union or from third countries.
- For example, EU/EEA/Swiss citizens moving to the Netherlands do not need to obtain a residence permit (MVV) or work permit (TWV) regardless of the type of business they want to start while non-EU/EEA/Swiss citizens who are looking to start a business or become self-employed will typically need to follow Dutch immigration procedures and obtain a residence permit (MVV) or work permit (TWV).
- There is another option for non-EU/EEA/Swiss citizens: the Dutch start-up visa. The start-up visa in the Netherlands allows non-EU citizens to set up a company in the Netherlands with the hopes of a successful, lucrative business. The visa gives international entrepreneurs a one-year period to launch their businesses, allowing time for such ex-pats to learn the Dutch business environment, grow their client base, and so on.
- An important aspect when starting a business in the Netherlands as a foreigner is to choose an appropriate business form. Our advisory team will advise you of a sufficient type of Netherlands company that fits your business activity.
- The Netherlands has an open attitude towards foreign investors and shows no bias against companies with their home base in a foreign country. As a member state of the EU, The Netherlands cannot limit the cross-border movement of capital and there are no regulatory limitations on foreign direct investment. Foreign companies can hold 100% of the share capital of (most) Dutch enterprises.
- By far, preferred by local and foreign investors who operate here the private limited liability company, also known as the Dutch BV is a great option no matter the size and activity you want to undertake. Moreover, you can also use it if you want to create a startup in the Netherlands.
- The reasons for choosing such an entity are mainly because you are not obliged to visit the country for the purpose of starting a business in the Netherlands as a foreigner. Moreover, it is considered majorly because of the flexible and simple registration process which only requires a shareholder, a director, and a local address.
- Additionally, there is no minimum paid-up share capital requirement for a Dutch BV company.
Types of business entities to consider when you register company in Netherlands
There are many types of business structures to register company in Netherlands, each with distinctive features in terms of personal liability protection, tax ramifications, ownership, management flexibility, and compliance requirements.
Prior to the start of the engagement, Tetra Consultants will fully understand your business before recommending the most optimum business entity in Netherlands. Some considerations we take into account include the type of business activity, tax obligations, and nationalities of shareholders and directors. Our consultants will also offer more information on the requirements imposed to set up these entities
Sole Proprietorship or Sole Trader (Eenmanszaak)
- A sole proprietorship is a business entity where there is only one owner. It is the easiest type of business to set up. All you need to do is register your business with the Netherlands Chamber of Commerce (Kamer van Koophandel or KVK). You will pay a one-time registration fee. The KVK will list your company in the Dutch Commercial Register (Handelsregister). Then, your information will be passed to the Dutch Tax and Customs Administration (Belastingdienst).
- Sole proprietorships have tax benefits if they reach certain criteria. If a business owner reaches 1225 hours of work performed over a year, they are eligible for several tax benefits such as tax reliefs and allowances. If your company earns less than €20,000 a year, you can apply for a small business scheme (kleineondernemersregeling or KOR). Under such a scheme, you will not have to pay value-added tax (VAT).
General Partnership (Vennootschaap Onder Firma, VOF)
- A general partnership is a business run by more than one person. Partnership agreements will determine contributions, liability, and entitlement. For tax purposes, each partner is usually considered a self-employed entrepreneur, and income tax is payable on profits. All partners (and their spouses) are jointly, and personally liable for business debts and obligations.
Limited Partnership (Commanditaire Vennootschaap, CV)
- A limited partnership is a business run by more than one person. It has two kinds of partners: active and limited. The limited partner tends to be the financial backer for the company and often enters into a partnership with a sole trader who needs financial backing. The limited partner tends to allow the active partner to make the day-to-day decisions and is only legally at risk of losing their financial investment if they are not involved in managing the company in any way. Limited partners are not required to register with the Trade Register.
- Active partners are liable to third parties and personal assets (including those of a spouse) are not protected from creditors. It is highly recommended to enter into a partnership agreement when becoming a partner, in order to clarify the duration of the partnership, contribution expectations, and profit split, among other things.
- For tax purposes, an active partner is usually considered to be a self-employed entrepreneur and is required to pay income tax on their share of profits. A limited partner who has only provided financial backing for the company is not considered a self-employed entrepreneur and instead has joint entitlement.
Professional Partnership
- Partnerships are generally created between certain professionals, such as attorneys and General Practitioners (GPs). For tax purposes, the partners are considered self-employed entrepreneurs. Partners are liable for business (financial) obligations individually.
The Dutch Private Limited Company Besloten Vennootschap (BV)
- Private limited liability companies are the most common form of companies within the Netherlands. It is equivalent to the German GmBH, the American LLC, or the English’s Ltd. Limited liability companies are businesses in which equity is divided by shares. The private limited company Dutch BV is commonly employed by entrepreneurs investing in the Netherlands.
- The Dutch company act is renewed, therefore a Dutch BV no longer requires a minimum capital deposit. One shareholder is the minimum requirement for a Dutch BV and the liability is limited to the capital deposited. The shares of the Dutch BV are transferable by notary deed.
- A Dutch BV can have more than one director and the shareholders may also be legal entities. Any shareholder in the capacity of a physical entity can become the BV’s director.
- The limited liability company is not required to have a minimum share capital. Since October 2012, the entity may have a hundred shares with a nominal value of €0.01. Previously the required capital for the establishment of a limited liability company was set at €18,000. The Dutch government supports this type of entity in a number of ways.
- There are no virtually legal requirements for a BV to have substance in the Netherlands. The only legal requirement is that the BV has a Dutch-registered address. However, from a tax perspective, it is highly recommendable to comply with the substance requirements. The substance requirements to be considered are:
- At least 50% of the statutory directors and directors that are authorized to take decisions (i.e. ‘board members) have to be residents of the Netherlands;
- These board members must have the necessary professional knowledge to properly fulfill their tasks;
- The company should have qualified staff for the proper execution and registration of transactions to be concluded by the company; Board decisions are taken in the Netherlands; The main bank accounts are held in the Netherlands (or are at least managed out of that country);
- Accounting is conducted in the Netherlands;
- The company has wage costs of at least €100,000;
- The company has its own office for at least 24 months with such facilities that the activities of the company can be executed explicitly in this office.
The Dutch Public Company Naamloze Vennootschap (NV)
- The Netherlands public company or NV is the most popular legal form for companies that may be listed on the public Stock Exchange. The capital requirement for the NV is €45,000. Public companies are businesses in which a portion of the stock or share is available on the Dutch stock exchange for members of the general population. They can invest capital in order to garner shares in the business. The characteristic of the NV company is that shares are freely tradeable, as compared to the Dutch BV where the shares are privately tradeable and involve a notary deed.
Branch Office
- A company incorporated in a foreign country may engage in business in the Netherlands through a branch office. Easier to establish than a subsidiary, a branch, unlike a subsidiary, is not considered a separate legal entity, so the associated foreign head office is liable for branch obligations. Operating a branch does not require government approval, but the branch and the branch manager must register with the local Chamber of Commerce Trade Register.
How to register a company in Netherlands?
Step 1: Applying for a resident permit
- Tetra Consultants will assist you in getting the required resident or work permit for you to start a business in the Netherlands.
- If you are from a third country i.e. outside the European Union you will be required to avail work permit from the authority to invest in the country.
Step 2: Choosing an optimum business structure
- Prior to company formation, it is essential to choose the correct type of company. Based on your business structure and long-term goals, Tetra Consultants will advise you on the most optimum business entity type, paid-up share capital, and corporate structure.
- Generally, the most common type of company is a Dutch BV. A Dutch BV is the Dutch version of the limited liability company and it is the business model most used in the Netherlands.
Step 3: Reservation of company name
- Tetra Consultants will search for the availability of the name of your company name through the Netherlands trade register which is the Chamber of Commerce KVK.
- Once the availability of your company’s trade name has been confirmed, Tetra Consultants will reserve your company’s trade name with the Trade Registry.
Step 4: Preparation and submission of relevant documents
- Before Tetra Consultants can incorporate your company in the Netherlands, you are required to provide a list of required KYC documents. Some of these documents include the names of directors, the company’s resolution, and identification proof.
- Based on the documents provided, Tetra Consultants will draft and notarize the Memorandum and Articles of Association, business plan, and other incorporation documents.
- After preparing the required documents, Tetra Consultants will register your company through the Netherlands Chamber of Commerce KVK.
- Upon successful registration of the company, Tetra Consultants will courier the Netherlands company business registration certificate, Memorandum and Articles of Association, and other corporate documents to your preferred address.
Step 5: Corporate bank account opening
- Depending on your business structure, the documents required to open a corporate bank account will be slightly different. Tetra Consultants will help in consolidating the documents and opening a corporate bank account with a reputable bank of your choice.
- Dutch Company is not obliged to have a local bank account, a good alternative is to open a bank account for your business with a reputable international bank. You may leverage Tetra Consultants’ network and partnerships with many good offshore banks such as in Singapore or Switzerland.
- Once the bank account has been successfully opened, Tetra Consultants will courier the internet banking token and access codes to your preferred address.
Step 6: Registration with tax authorities and application of relevant license
- Your new business also needs to be registered with the Belastingdienst (Dutch tax office). Tetra Consultants will assist you in obtaining the tax identification number with respect to Income tax as well as VAT so that you can claim VAT deductions on the investments you make to start the business.
- Tetra Consultants will check whether there are licenses applicable to your company. For example, register with the social security authorities and with the pension fund for employment purposes.
- Tetra Consultants will apply for the relevant license based on the nature and scope of your business activity.
Accounting and tax obligations in the Netherlands
- Accounting and tax considerations are important factors when incorporating your company. By outsourcing your BVI accounting and tax obligations to Tetra Consultants, you can be confident that you will be in the best hands. Our team of consultants will ensure that your firm’s financial statements and audits are timely and completed if applicable.
- The Netherlands has one of the lowest corporate tax rates in Europe at a base rate of 19% until €395,000 profit (and 25.8% in the higher rate).
- All Dutch companies are required to file accounts with the Chamber of Commerce. There is a requirement for Dutch private limited companies to be audited if it meets two of the following three requirements:
- Assets greater than €4.4 million,
- Turnover greater than €8.80 million,
- And the average number of employees is greater than 50.
What are the documents and information required to register company in Netherlands?
This is dependent on the type of company intending to be registered. This mainly concerns the distinction between Pubic (NV) and Private (BV) limited liability companies. However, the general documentation required does not differ substantially when taking this into consideration.
In order to fully register company in Netherlands, the following information must be provided:
- Name of the Company
- The company’s registered address details in Holland
- Articles of Association and other corporate documents
- Details of all the prospective managing directors, supervisory directors, and any existing proxy holders
- A verified copy of the shareholder register.
- An accountants/bank certificate (for a NV)
- A description of the company (purpose)
- Expected acquisition and annual gross profit of the company
- A notarized deed of incorporation
Why register company in Netherlands?
Political
- According to the Global Economy rankings given by the World Bank under the Worldwide Governance Indicators (WGI) project, the government of the Netherlands is one of the most effective in the world, ranking 4th worldwide in the Government Effectiveness Index 2020. To add, the Netherlands is one of the most politically stable nations in the world, thus making it easier for companies to make medium and long-term decisions.
- Additionally, the Netherlands has been accorded 2nd place as the best country to do business for an entrepreneur under the Global Entrepreneurship Monitor’s report 2022. Accordingly, ease of access to entrepreneurial finance, government contribution to policy and development, ease of entry, focus on innovation, clear legislation and lack of corruption contribute to the success.
Economical
- The Netherlands has a very long history as a trading nation and a very stable economy. Many foreign traders have opened a company in the Netherlands in the last decades, which has contributed to economic growth. Many foreign traders are trading or manufacturing businesses.
- The Netherlands, also recognized as the “gateway to Europe,” is the most competitive economy according to the World Economic Forum Competitiveness Index 2020 in Europe and one of the best countries for business investment in the world.
- The Netherlands values the economic contribution of entrepreneurs and supports business owners in opening a company in The Netherlands. The Dutch Ministry of Economic Affairs (Ministerie van Economische Zaken) takes steps to aid SMEs in entering the market of export. The country offers favorable conditions for smaller companies.
- The Dutch infrastructure is among the greatest in the world, owing to world-class seaports and airports, an enormous network of roads, trains, and canals, and a telecommunications network that ranks among the best in the world for quality, speed, and dependability. The Netherlands, with its logistical infrastructure and pivotal location in the heart of the European Union, provides businesses with unrivaled access to the continent and beyond.
Social
- In addition to an excellent economic climate, the Netherlands has a low cost of living and an extraordinary quality of life. The Netherlands has a high quality of life, ranking 5th in the World Happiness Report 2021 and first in the domain of children’s well-being according to a UNICEF study.
- The Netherlands occupies the 1st position in the OECD Better Life Index 2018 for work-life balance and ranked 10th Human Development Index United Nations 2019. The Netherlands has a top position in work-life balance and scores above average in jobs and earnings, housing, education and skills, subjective well-being, social connections, environmental quality, personal security, civic engagement, and health status.
Technological
- The Netherlands leads the world in the development of innovative technologies and materials for use in communication systems, airplanes and vehicles, medical devices, energy generation, and the manufacturing of semiconductors.
- It occupies 4th position in the EU Digital Economy and Society Index 2021 and is among the global leaders in digitalization.
- Furthermore, the Dutch’s high-quality telecommunications infrastructure offers fast connections no matter how or where you are traveling. With one of the highest broadband penetrations per capita in the world, one of the world’s fastest average broadband speeds and a 99% 4G coverage, the Netherlands is also the digital gateway to Europe.
Legal
- The Netherlands’ legal system is fair, transparent, and well equipped to deal with business, trade, taxation, and patent issues.
- There are specialized courts to deal with criminal and administrative issues, as well as with tax, planning, environmental, trade, and commerce law.
Environmental
- The Netherlands, which is ranked first in the world for material reuse rate, first in waste management, and second in food system sustainability, is completely devoted to development that will serve as a model for the rest of the world. The Dutch Smart City Strategy incorporates the Netherlands’ environmental initiatives.
- The Dutch environmental policy is among the strictest and most ambitious in the world. The government establishes stringent objectives for eliminating pollution and other environmental harm, which businesses are then encouraged to accomplish via their own efforts.
Looking to register company in Netherlands?
Contact us to find out more about how to register a company in Netherlands. Our team of experts will revert within the next 24 hours.
FAQ
How much does it cost to set up a Netherlands limited liability company?
- Depending on the services you need from Tetra Consultants, the total engagement fee will differ. Our services include planning and strategizing with your company, assisting you in the incorporation process, ensuring that you are compliant, and more.
- This total fee includes the registration fee charged by the Netherlands government. We will discuss with you the total engagement fee you would need to pay before we start the registration process for your company.
How much time does it take to register company in Netherlands?
- Tetra Consultants will register your Netherlands company within 3 weeks.
Can I incorporate a Dutch BV without visiting the Netherlands?
- Yes, foreign investors can incorporate a Dutch BV without a personal visit to the country by employing Tetra Consultants to act on their behalf. This type of formation, however, does imply a slightly different procedure.
Can anyone set up a Dutch BV no matter where they are located?
- Yes, the Netherlands is very open to foreign investment. Anyone from any country can become a shareholder in a Dutch Limited Company. To become a resident company, however (to have local substance) the investors must comply with certain requirements.
Why should I incorporate a Dutch BV?
- Tax benefits: Netherlands is an excellent option to legally minimize your tax burden when doing business in the EU and in the world in general.
- Good local market: the Netherlands is one of the most prosperous regions in the world offering a local market with very good potential.
- Excellent Transportation network: the Netherlands has perhaps the most important ports and transportation hubs in Europe.
Can I open a Dutch Bank Account?
- Yes, Tetra Consultants can assist you in opening a Dutch bank account and/or bank accounts in other countries worldwide.