Step One: Determine the best corporate structure
When you incorporate a Netherlands company, there are a few matters to consider, such as:
- Do you want to protect your company assets optimally?
- How many shareholders/investors will be involved?
- Should each shareholder be able to freely sell its shares to third parties (or require permission)?
- What are the tax consequences of dividend payments to the shareholder?
- Will profits be reinvested in the Netherlands?
- Do you require a Dutch bank account?
- And so on…
As you can notice, these matters vary from legal matters to practical matters, like opening a Dutch bank account. The reality is that it’s becoming more and more difficult to open corporate bank accounts for international corporate structures. Therefore, a ‘standalone’ company with an individual shareholder is more likely to get a bank account quickly.
Keep in mind also that an individual shareholder might affect the withholding tax on outgoing dividends, because ‘tax treaties’ don’t apply to payments to individuals.
If you are not certain yet about the potential success (and profitability) of your Dutch venture, it might be advisable to keep the corporate structure as lean and simple as possible. Once you involve other investors and shareholders, there will be more matters to be considered.
In case you like to incorporate a ‘fund’ or create a more reputable and public image, and you wish to freely transfer shares, the Public Company (NV) is more common. The downside of this company is that minimum share capital of € 45.000 is required.
You can contact us for a full overview of available legal entities, and what they can mean for you. Ideally, we would discuss your requirements and suggest the correct legal entity for you. We have a full Launch Guide, which includes all considerations mentioned above, that will inform you of the complete procedures, fees and taxes. This Launch Guide can be provided free of charge, based on an intake we like to schedule with you.
The most popular legal entity in the Netherlands
The most commonly used legal entity, by businesses of any size and in any industry, is the Dutch BV (Besloten Vennootschap). The BV is the Dutch equivalent of the English Private Limited, the German Gmbh, and the French SARL. Read more about how to open a Dutch BV here.
Appoint a Local Administrator or Secretary
There is no legal requirement to appoint a Company Administrator or Tax Representative in the Netherlands. However, when a non-resident company applies for a VAT or wage tax number, it’s common practice to use the services of a locally registered bookkeeping firm to communicate with the tax authorities and file the appropriate tax returns. Bolder Launch can assist you in the application of tax numbers and filing of tax returns.
Bolder Launch can also act as your Company Secretary, ensuring that your Dutch company is fully in compliance with Dutch laws, minimizing the risks for the director.
Check whether you need a Dutch Business License or Professional Qualifications
Most business activities in the Netherlands, do not require a business license or professional qualifications. Any person (>18 years) can start a company in the Netherlands, without any required approvals or licenses. This also applies to trading companies that perform import and export activities.
However, certain professions do require professional qualifications (such as an accountant), and some business activities do require a business license in the Netherlands (such as financial services, etc.)
Bolder Launch does not provide financial, tax or legal advice and the information contained herein is meant for general information purposes only. We strongly recommend that before acting on any of the information contained herein, readers should consult with their professional advisers. Bolder Launch accepts no liability for any errors or omissions in the information, or the consequences resulting from any action taken by a reader based on the information provided herein.
This guide is part of Company Formation in our Launch Guide.
