ABiLiTieS Trust | Corporate Services
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Company formation in the Netherlands: Your new base

Have Amsterdam, or any other place in the Netherlands, as base to incorporate your new company. ABiLiTieS Trust has an internationally experienced team that offers first class guidance with company formation and registration. We cooperate with first class notaries which guarantee a sound and swift start of your Dutch business.

Company formation and business support to holding and finance companies and other special purpose vehicles in the Netherlands are ABiLiTieS Trust's core activity. Our team also has helped many newly arrived businesses to start their Dutch operations. 

Contact us for a fee quote and and assistance for the set up of a limited liability company (BV) or foundation. You will receive a fee quote from our team in Amsterdam within 24 hours.


Read ABiLiTieS Trust's article:

Frictionless Company Formation in the Netherlands

Company formation in the Netherlands


 

Step plan for company formation and registration in the Netherlands

 

> Provide instructions to have the incorporation documents prepared by a Dutch civil notary. Relevant are the object of the company, capital amount, type of shares, names of the directors, authorization of the directors, financial year, etc. ABiLiTieS will guide you in this process.  

> Arrange an address for registration of the new company. A virtual address can be arranged within a day.

Visit the Netherlands for personal identification and signing of documents. A visit to the Netherlands is not required. Alternatively, a certified copy passport of the director and incorporator and legalized power of attorney with an apostille will be sufficient.

Incorporation of the company by execution of the deed of incorporation by a Dutch civil notary. The deed will contain the company’s articles and be in Dutch language. Next thereto an English office translation will be included. 

Registration of the company with the Dutch trade register. After registration an extract will be available reflecting the company’s name, fiscal number, address, name director(s) and in case of one shareholder, the name of the shareholder.  

Opening of a bank account. Via an internet bank, a bank account can be opened without visiting the bank.

Paying up of the share capital. This is also possible before incorporation by transferring the capital to a trust account of the civil law notary.  

Signing of the register of shareholders by the directors.  

Registration of the company at the Dutch tax authorities is taking place on the basis of the activities registered with the trade register.


 

Why invest in the Netherlands?

The Netherlands have an open economy, international business climate and very attractive corporate income tax rates. Many globally-oriented businesses have decided to create operational hubs in The Netherlands and have established Dutch companies. The Netherlands is listed by the World Economic Forum as the most competitive economy of Europe.

Fast-growing sectors such as IT are driving this, since The Netherlands scores high in all innovation rankings and is therefore a popular location. Operational subsidiaries are also common in the Netherlands, especially within businesses that are active in import and export. The Rotterdam harbour and Amsterdam airport are ideal gateways to the densely populated areas of Western Europe.

The country is also home to a range of holding companies because of its asset protection and attractive holding regime, which, in combination, with a favourable VAT regime (with import VAT deferral until moment of filing and no Dutch VAT in case of intra-community supply) makes The Netherlands an enticing prospect. Brexit is also accelerating the number of businesses that are opened in the Netherlands.


How to incorporate and register a company in the Netherlands?

The incorporation and registration of a Dutch limited liability company (BV) or foundation (Stichtingis a very straightforward process. The deed of incorporation can be executed by a notary on the basis of a power of attorney. The registration of the new business at the Dutch trade register takes place within a day. 

The full set up and registration proces of a BV can be executed in one or two days. In our experience the incorporation process takes around two weeks as also information and documents shall be collected.

The incorporation package contains a shareholders register, an extract of the trade register and the company's deed of incorporation which includes articles of association. The company's deed of incorporation will be provided together with an office translation into English language.


Incorporation/Set up package fee

A set up package for a holding company (a BV) with standard articles including notarial expenses, the client acceptance process and assistance with bank account opening is estimated at € 3.500, ex. VAT, one time. 

In case of solely assistance with the formation, the fee for incorporation and the notary shall be lower. 


Which kind of Dutch legal entities are used?

Most common legal form in the Netherlands nowadays for holding, finance, royalty and operational activities is the private limited liability company (BV = Besloten Vennootschap). Under Dutch law there is a high level of flexibility for the BV. For example more than for the NV (NV = Naamloze Vennootschap). 

A BV should have a board of directors existing of at least one director and a general meeting of at least one shareholder. A BV may also have a board of supervisory directors. In case of good governance of the BV the shareholders, board members and supervisory directors can  not be held liable for the debts of the BV.



Which taxes apply?

For a pure holding company in general solely a requirement for filing of corporate income tax returns and potentially dividend withholding returns will exist. For operational businesses also the need to file for other taxes such as value added tax and wage tax will apply.


How to finance a BV?

There are many options to finance a BV. Most common ways are: loan, share capital and share premium. For an intragroup loan it is important that the conditions are at-arms-length. Also realise that a loan can result to a taxable profit. Share capital is tax neutral and requires a notarial deed. Share premium, a kind of capital created by means of paying up above the nominal value of the shares is a practical option. This type of capital solely requires an agreement between the BV and its shareholder(s) and a shareholders resolution.   

 

What are the tax and legal pitfalls of incorporation of a BV?

Incorporation of a BV can be considered to be of limited risk. However, acts on behalf of a Dutch company under incorporation, or timely paying up of shares, require attention.
Legal acts on behalf of a BV under incorporation
In case of any legal acts on behalf of a BV under incorporation it is important to have these ratified by the company after its incorporation by means of a board resolution. Until ratification the person which represented the company under incorporation will remain severally liable for any liabilities related to these acts. 
This liability remains if the representative knew or should have known at execution of the legal acts that the BV would not be able to fulfil its obligations. This is presumed when the BV will be declared bankrupt within one year after its incorporation.


Paying up shares

It is also advisable to have the capital paid up by the shareholders and have this registered with the trade register as soon as possible. Under Dutch law paying up of shares can be relevant for the following aspects: 

  • the participation exemption will not be applicable in case not minimally 5% of the shares have been paid up
  • a fiscal unity can only be established if 95% or more of the shares have been paid up 
  • distributions shall be based on the mandatory deposits on the shares and not their nominal value 
  • the seller will remain severally liable against the company for the unpaid amount at transfer of non-paid up shares


What expenses will a Dutch holding company bring?

The most relevant expenses are for:

> notarial deed of incorporation

> legal and secretarial assistance, for resolutions, minutes, proxies and correspondence

> bookkeeping and annual report

> annual corporate income tax return

> directorship

> business address


Information on corporate services

We are always available to discuss the assistance you require in the Netherlands. Contact us by telephone (+31 6 28911620) or email (info@abilitiestrust.nl).


Useful links:

Netherlands Foreign Investment Agency with information on investing in the Netherlands

I amsterdam with information for companies interested in the Amsterdam region