Company registration in the Netherlands - YB Case 2024
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Netherlands

Company registration in the Netherlands

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You can register a company in Netherlands by either visiting our office in person or completing the process remotely through the internet.

Features of jurisdiction

The Netherlands is a country with an open economy, advanced technology and innovation. The Netherlands is characterized by an advanced infrastructure, including Europe's largest port, a competitive business climate and a strong contractual and partnership network. The Dutch tax system provides a number of tax incentives to stimulate innovation and entrepreneurship. And as an internationally oriented country, the Netherlands is home not only to many highly educated foreign workers, but also to many international companies and businesses.

  • In-demand business areas

    Due to economic, legislative and territorial peculiarities, the most demanded areas in the Netherlands are: financial services, agro-industry, IT, pharmaceuticals, trade, business services, logistics.

  • Possibility of remote registration

    Remote company registration in the Netherlands is possible.

  • Corporate taxes

    The standard corporate tax rate in the Netherlands is 25.8%.

  • Attitude towards foreign investors

    The Netherlands is open to foreign investment, making it a sought-after country to establish a business among foreign entrepreneurs.

  • Banks

    ING Bank, BUNQ

  • Legal system

    The legal system of the Netherlands is based on the continental system of law, similar to Germany and Liechtenstein.

Company registration process in the Netherlands

Registering a company in the Netherlands takes from 1 week and includes the following steps:
Initial consultation
Meeting with YB Case representatives at the office to clarify the details and requirements of the client. Starting the process of incorporation of the company in the Netherlands (initial consultation is possible in a remote format).
Name reservation
The name should reflect the future activities of the company, be completely unique from any other companies already incorporated in the Netherlands. The applicant proposes 3 name options, one of which will be selected and reserved.
Filing an application for company registration in the Netherlands
The applicant prepares the articles of association and memorandum of the company to be notarized, completes the registration documents and submits to the Dutch Trade Registry. For some activities, an application for a business license is required.
Consideration of the application for registration of a Dutch company by the regulator
After receiving all the necessary documents, the regulator (Dutch Trade Registry) reviews the application and decides whether to incorporate the company in the Netherlands.
Receipt of the certificate of incorporation
Upon authorization of the company in the Netherlands, the founders receive a certificate of incorporation containing the company's registration number. After incorporation, the company must register for tax purposes in the Netherlands.

Primary prerequisites

  • Minimum paid-up capital depends on the type of business and type of activity
  • Number of founders depends on the type of business and type of activity
  • Registered local address
  • Minimum one director
  • Filing of financial statements once a year
  • Annual meeting of members (possible remotely)
Company registration in the Netherlands

Company registration in the Netherlands

Organization institutions in Netherlands offer foreign entrepreneurs a gateway to European market. The nation boasts a robust infrastructure, a favorable business atmosphere, and an expansive network of DTA agreements. Tax framework includes incentives to invigorate innovation and commercial operations. Holland ranks within Europe's top five, emerging as a hub for cultivating a vibrant startup landscape.

The locale possesses a competitive reservoir of talent and numerous incubation centers, rendering the establishment of a technology-oriented startup an increasingly favored decision. On whole, nation secures the fourth spot among European startup-friendly countries, with Amsterdam propelling the swiftest growing startup ecosystem across the continent.

This article will delve into the distinct attributes, essential prerequisites, and procedural guidelines that potential entrepreneurs eyeing a venture launch in the Netherlands ought to acquaint themselves with.

Other business benefits of registering a company in the Netherlands in 2024

Numerous global financiers opt to integrate an enterprise in the Netherlands for the subsequent rationales. It stands as a strategically positioned nation and maintains an unwavering political and economic milieu. Exceptionally evolved transit and communication frameworks expedite the execution of trade within the Netherlands significantly swifter and smoother. The nation holds membership within the EU, which assumes a vital function, given that admission to the singular Euro-market sanctions import/export across the EU.

This specific nation secures the topmost position in Europe in the hierarchy of the exceedingly distinctive competitive economies. The procedure of company registration in Holland (after amendments to the legal framework) has been simplified, as a result of which the minimum permissible amount of investment capital has been reduced.

Launching a startup can be a favorable decision, as the government ranks high in terms of business climate among both site selection specialists and business executives. The government has created a startup visa for non-EU/EEA investors wishing to launch a startup in the Netherlands. It gives aspiring entrepreneurs one year to realize their business idea, with the possibility of extending it for another year.

Holland is world leader in talent, ranking 6th in the world in terms of workforce competitiveness. Moreover, the Dutch have the highest level of English proficiency in the world, which is considered a valuable asset for registering an international company in the Netherlands.

The Dutch have pioneered the use of technology and innovation, which makes the state an attractive test market. With artificial intelligence (AI) becoming the center of global competition, the local government is investing heavily in AI as part of its Strategic National Plan for Artificial Intelligence.

Another advantageous factor is the tax system. Corporate taxation (CIT) is only 25.8 percent. There is no VAT for transactions between EU member states. The state has the largest number of signed DTA agreements (more than 100).

Interested in company registration support in the Netherlands?

Business in Holland: popular areas of activity

The following is a description of the five most lucrative industries suitable for doing business.

Energy industry
Offers world-class research and development facilities and incentive programs for development and innovation. In addition, the local workforce, abundance of natural resources, commitment to sustainability and innovative capabilities are an advantage for international energy businesses seeking to locate or expand in Europe.
Information Technology (IT).
Local legislation is favorable for investors planning to establish an IT company. Entrepreneurs who invest in IT thrive because of a tech-savvy, multilingual workforce, a strong digital infrastructure, R&D incentives, and a strong government focus on technology developments.
High-tech systems.
It is an advanced center for cutting-edge tech systems and constituents, granting a novelty habitat for forthcoming sophistications. The industry excels in areas such as robotics, quantum technologies, 3D printing, high-tech manufacturing, aerospace and nanotechnology. Robust public-private partnerships and cutting-edge research and development drive Dutch high-tech innovation. Enterprise investors benefit from strong government support, low commercial costs, and world-class technology clusters.
Logistics.
The huge volume of freight transportation worldwide has had a significant impact on the logistics sector. It may be promising to register a logistics company in Holland, as the country is among the top logistics centers.
Creative sector.
The state is considered a global center pertaining to mass communication and transmission. Especially, Amsterdam and Hilversum serve as fertile grounds for media and entertainment establishments, encompassing NEP Group, Netflix, Discovery, and Disney.

Registration of a company by a non-resident: choice of a PFD

To start a business in this country, investors can choose between a company with or without separate legal entity status.

Non-corporate

With the juridical person

  • Sole proprietorship.
  • Full (VOF), limited (CV) or professional partnership.
  • Limited liability company (BV).
  • Public company (NV).
  • Cooperative.
  • Foundation.
  • Association.

It is also possible to carry out commercial undertakings via a branch of an external juridical entity.

Note
For the purposes of investment and international business, the most optimal solution may be the innovating of a BV or the creation of a CV.

Comparative characterization of BV and CV

OPF

Limited Liability Company (BV)

Limited partnership (CV)

Authorized capital

Formal 1 EUR

No requirements

Registered office

Obligatory

Minimum number of participants

1 director, 1 founder (private or corporate persons)

2 partners (physical or legal entities)

General Assemblies

Mandatory, not geographically bound

Taxes

  • Income tax (25.8%, exemptions are available).
  • On dividends (15%, 0%).

There is no corporate taxation, personal income of partners is taxed

Accounting yearly synopsis

Required by law

Enlisting an organization as a BV

The prevailing and highly favored legal configuration. Under recent legislative changes, initiating a limited liability company necessitates a mere EUR 1 as the minimum invested capital. Such an organizational framework is doable initiated by a minimum one originator, either a legal entity or an individual, with the possibility of being a non-resident. Designation of a secretary isn't compulsory according to the law. In cases where there is a solitary founder, their name will be integrated into the certificate of establishment granted by the Commercial Register.

When deciding to start a business in Holland through BV registration, note that although corporate founders are allowed, they must all be verified. It is possible to register a branch office as a BV in Netherlands, which is beneficial for organizations experiencing any difficulties in doing business in the country of incorporation. For example, Brexit has had an impact on many British corporations. Most of them have already opened their branches here.

Public company in the Netherlands

NVs are most commonly used by large corporations. Broadly, NV is extra-strictly superintendent and is mainly harnessed for companies listed on the stock exchange. To incorporate an NV requires a minimum initial capital of 45 thousand EUR, 20% of which (9 thousand EUR) is paid upon incorporation. Such a corporate structure has a board of directors responsible for the day-to-day management of the company and a supervisory board. It is allowed to transform NV into a private company and vice versa, but it is necessary to make appropriate changes to the Articles of Association (which must be accompanied by a notarial certificate).

Other kinds of business

  • Dutch fund.

Foreign investors can register an establishment in the Netherlands. Its primary aim is to bolster public or not-for-profit goals. Gains must be applied toward the attainment of the foundation's objectives. The establishment possesses a committee but lacks proprietors. As a result, a general gathering of participants is unnecessary.If you opt to designate a surveillance council, this must be delineated in the Articles of Incorporation. The oversight council oversees the directorial board. It is exempt from taxation under specific conditions.

  • Partnerships.

Entrepreneurs can establish two forms of collaborations: broad (VOF) and restricted (CV). Within a VOF establishment, a couple or more resident associates shoulder full responsibility, entirely, for the financial obligations of the enterprise. No essential minimum capital mandates are present. However, the disadvantage lies in the fact that if the association can't meet its obligations, partners are accountable to lenders.

Registering a limited partnership encompasses one or more primary associates and one or a few restricted associates, generally being financial investors (and exempt from Chamber of Commerce registration), while the primary associates participate actively in daily activities and resolutions. A pact should designate the division of earnings amid them. Main partners bear full accountability if the partnership defaults, and the insolvency of the limited partnership will inherently induce their insolvency (not pertinent to limited associates, whose liability is confined to their capital contribution).

  • Professional Partnership.

This is a form of partnership created by professionals, rather than a partnership created for the purpose of doing business. The partners in such a corporate entity engage in a partnership accord and each pays income tax on his or her share of the profits.

Important
As of January 1, 2021, the distinction between a business partnership and a professional partnership no longer exists. This is mainly relevant for issues of liability for business debts, liability for specific contracts and profit sharing.

Registration of holding company in Holland

Lately, there has been a surge in attention directed towards this nation by multinational corporations, seeking an alternative to perceived tax havens and jurisdictions on blacklists. The administration extends beyond a tax-friendly framework, which actively encourages foreign commercial entities to establish operations in Holland.

The appealing elements encompass the business ecosystem, robust financial sector, strategic geographical placement, superior quality of life, and notably, a government that places significant emphasis on fostering entrepreneurial ventures. As prospective entrepreneurs contemplate launching a venture in Europe, this state is often deemed a prime candidate for organizing their holdings and financial endeavors. Numerous global enterprises utilize the Netherlands as a hub for research and development (R&D). To bolster its standing as a knowledge-driven economy, the government has implemented a range of pivotal initiatives, including multiple tax incentives geared towards fostering R&D and innovation.

R&D Certification.
Upon successful registration of a holding company in Netherlands, a taxpayer becomes eligible to apply for a subsidy ranging from 18% to 64% of eligible employment expenses, provided relevant R&D activities are undertaken. This subsidy becomes accessible if the firm employs full-time staff engaged in pertinent R&D undertakings, such as the creation of inventive products, procedures, and software. To meet the criteria for this subsidy, a certification from the government agency Agentschap NL is essential.
RDA.
Introduced in 2012, the Research and Development Deduction (RDA) permits an additional notional deduction of 40% for all expenses (excluding labor costs) and direct capital expenses tied to the R&D endeavors associated with the acquired certification.
Innovation Box.
The Innovation Box represents a distinct tax framework applicable to earnings arising from innovation assets, subsequent to the establishment of an innovative and R&D-focused enterprise. This mechanism facilitates an effective tax rate of 5%, in contrast to the standard rate of 20-25%. For a firm to be eligible for the "innovation box", it must generate revenue (royalties) through inventive assets, accompanied by either an existing patent or an issued certificate.

Numerous international investors have expressed that incentives for Intellectual Property (IP) played a pivotal role in their determination to establish operations in this nation.

How to open a company in the Netherlands: basic steps

The step-by-step incorporation process is as follows:

  1. Approval of the preferred name.
  2. Confirmation of the identity of the founders.
  3. Preparation and legalization of the package of founding documents.
  4. Submission of a request to open a bank account.
  5. Obtaining a VAT identification number.
  6. Submission of a request for a license.

As for the name, it ought not to resemble or be indistinguishable from the one already recorded, so it is recommended to check the availability of names first. If you wish to use the words "Bank", "Insurance", "Trust", "Cooperation" etc. in the name, permission will need to be obtained. In addition, the name must contain legitimate business person form.

While enrolling a Dutch enterprise, the notarization of the Deed of Incorporation (DoI) is obligatory, encompassing the identification details of all initiators and panel attendants, along with their corresponding capital investments. The DoI should encompass the incorporation's AA, delineating:

  1. The corporate designation and objective;
  2. The location of the registered headquarters;
  3. The capital sum (stated in euros).

Furthermore, the stipulation of a registered establishment within the nation is a compulsory prerequisite.

Assessments in Netherlands

The government has set a competitive CIT rate for corporations compared to the rest of Europe: 15% for the first 395 thousand EUR and 25.8% for taxable income above this amount. In addition to the low rate, the fiscal system exhibits several appealing characteristics for global organizations.

Levy

VAT

  • 21% standard VAT rate (charged for almost all services/goods provided by local businesses).
  • 9% reduced VAT rate for certain services/goods such as medicines, food, arts, medicine, etc.
  • 0% for transactions between EU member states.

On dividends

15%.

Transfer of property

6%.

PIT

37,07-49,50%.

As per legal regulations, the percentage of social security contributions stands at 27.65%. Following the establishment, financial records necessitate maintenance within a registered office within the same nation. Mandated filings encompass profit and loss reports, fund transfers, factors impacting the corporate financial state, and balance sheets.

If the turnover of the company exceeds 7,000,000 euros or the profit stated in the balance sheet exceeds 35,000,000 euros, an audit may be conducted.

What is the appeal of registering a venture in Holland?

The Netherlands' strategically advantageous position grants entry to 95% of Europe's profitable consumer markets. The government extends numerous advantages to investors, notably a subsidy initiative tailored for foreign investors seeking to inaugurate a startup endeavor. According to the World Bank, the Dutch government stands out as one of the globe's most forward-looking administrations. Alongside this, the business climate, strategic locale, robust legal framework, well-educated and multilingual workforce, as well as advanced logistical and technological infrastructures, collectively entice an increasing influx of foreign entrepreneurs.

The nation boasts an extensive DTA network and implements specific measures catering to highly skilled foreign personnel. For those intrigued by the content of this article, the option to request consultation and, if needed, assistance of company registration in the Netherlands is available.

FAQ
What documents do I need to prepare to register a corporation in the Ntherlandes?

The package of documents will depend on the chosen variety of corporate configuration. The standard list includes:

  • details regarding the board members and founders;
  • proof of registered address;
  • information on capital;
  • business plan.
Can an alien enroll a venture in the Netherlands?
Pursuant to the current laws, foreigners can kick off a business.
Deadline and valuation of company registration in the Netherlands
The process of registering a company takes from 1 week. You can find out information about the cost of company registration and the required list of documents for your chosen legal form of incorporation at a personal consultation at YB Case.
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