Step Three: The formation of the Dutch Company

As with everywhere else in the world, the process of setting up a company in the Netherlands can vary based on the type of activity that the company is going to operate. In this guide, we try to give a non-legal and simplified overview of forming a company in the Netherlands. There are many industry-specific requirements and regulations that we have not covered, and we encourage you to look at the many industry-specific articles that we have published in our Launch Guides to start your company in the Netherlands.

The most commonly used company form in the Netherlands is the B.V. (Besloten Vennootschap). The B.V. is a so-called Private Limited Company, which can be compared to the German GmbH, Belgium BVBA, UK Ltd and French SARL. In order to start a Dutch business, it’s important to decide what your corporate structure will look like, and which legal entity suits your needs.

For example, an independent IT contractor might typically be looking to establish a sole proprietorship or a branch registration of their overseas company. Whereas a multinational which likes to attract multiple investors, might opt for a Public Limited company such as the Dutch NV. For any type of business in between, the Dutch BV is typically a safe bet! Know the differences between a Dutch BV and Sole Proprietorship in this article.

Below, you will find the steps needed to have a fully functioning service company registered in the Netherlands.

1. Schedule a consult with our Business Development team at Bolder Launch
2. Complete the application form, and provide company details
3. Collection of Documents
4. Formation Process
5. Approval & Signing
6. Visit the Netherlands (optional); meet the notary and/or bank

You can check the company formation timeline of the Dutch BV here.

Whichever type of business you decide to start in the Netherlands, the following information and documents will have to be shared to start the process:

• Your (desired) company name
• The full name, date of birth, address and nationality of all directors
• The full name and address of all shareholders 
• The company’s proposed business activities

Documents you are required to provide:

• Proof of identity (copy of passport, national identity card, photographic driving license).
• Proof of residential address, no more than 1-month-old (utility bill or bank statement).
• Rental agreement of your office or flexi-desk.
• In case of corporate directors or shareholders then additional documents are required (Deed of Incorporation / Articles of Association, Shareholder’s Register, Company Extract from the local trade register / chamber of commerce)

The Private Limited Company (BV)

Most companies that expand in the Netherlands prefer to set up a Dutch B.V., because of the many advantages it offers.

The Dutch B.V. is a so-called Private Limited Company and is suitable for a range of activities and different types of corporate structures. The Dutch B.V. can be incorporated by non-residents, and fully owned by non-residents. No capital or transaction restrictions are in place, which means it’s an ideal vehicle to perform your international business activities. 

More information on share capital in this article.

Summary:

Corporate and Taxes

Public Filings

Annual Filing Requirements

Dutch Partnership (VOF)

A Dutch Partnership can easily be established in the form of a so-called VOF (Vennootschap onder Firma). It’s not very usual to establish such a partnership, in order to perform international business activities, but it might be suitable in case of a local partnership or joint venture. The VOF can also be interesting to jointly own an asset in the Netherlands, such as real estate, although the C.V. is also a popular partnership type for this purpose.  

Summary:

• At least two partners required, which can be corporate bodies
• No local director/partner required
• Unlimited Liability for the operational manager/partner
• No minimum share capital
• No notary required in the process to set up a Dutch VOF
• Requires registration at the Chamber of Commerce

Foundation/Trust (Stichting)

The Dutch Foundation (Stichting) is a very interesting legal entity.  It has no ‘share capital, so it has no shares to issue.  Due to its ‘self-owning’ character,  the Dutch Stichting can be used as an ideal legal entity to operate an NGO or a charity organisation. In combination with a Dutch B.V., the Stichting is also known as the STAK and is used for asset management or estate planning purposes. 

Summary:

• At least one board member and authorized person required, which can be a corporate body
• No local director/partner required
• No minimum share capital
• Notary required to set up a Dutch Stichting
• Requires registration at the Chamber of Commerce in the Netherlands

Branch/Representative Office

A branch registration in the Netherlands can be interesting for entrepreneurs who already operate an overseas company. A branch registration, in effect, is the registration of an overseas company at the Dutch Chamber of Commerce. This means that no separate legal entity is set up. Generally speaking, it’s easier to establish a branch than a legal entity because no public notary is involved in the process. Furthermore, the Company Law of the overseas company is applicable, which means that it’s not required to draft any Financial Statements based on Dutch law. 

Summary:

• No local capital deposit requirements
• No local director/shareholder required
• Limited Liability for the director
• Overseas Company law applicable
• Registration requirement (Chamber of Commerce) depends on the situation

More information on Dutch branch registration here.

What are the company name restrictions in Netherlands?

Before starting a business in the Netherlands, you need to consider your company name and the restrictions that apply in the Netherlands. For example, you can’t simply use the name ‘bank’, ‘university’, or ‘accountant’ in your company name, unless you are licensed to perform these activities. You are also not allowed to use the personal names of someone else in your company name, like ‘Albert Heijn’ or ‘Freddy Heineken’. Assuming, of course, such names are still available, you can use these names if it’s your actual name. Do you use your own name in your company name? Keep in mind that you run a greater risk of unwanted sales and even identity fraud.

Do not choose a company name with a brand name from another company (or names similar to it). A customer or supplier can then get confused. They may think that the products with that brand come from the company that uses the brand name in its company name.

You may not use a company name that can cause confusion with the public (for example, with customers or suppliers) because the name resembles an existing company name. Whether confusion can arise depends, among other things, on:

• the similarity  in the name/brand;
• the extent to which the activities are similar;
• the overlap of the work area, ie the area where the company operates.
• If you find a company name misleading or confusing

Do you think the company name of another company is misleading or confusing? First, try to solve it mutually. Is this not possible? Then you can start a procedure with the court.

Not all special characters and punctuation marks are allowed. You may only use @ & + and – in your company name. Characters like ()? ! * # / may not, for example, appear in your company name.

Can I add multiple trading names in the Netherlands?

Yes, you can. The trade names don’t have to be similar to the statutory company name. This way, you have used multiple brands/trade names, using only one company. Please note that using a trade name does not protect your brand in all situations, and brand registration might still be suggested.

When you register a trade name in the Netherlands, you are allowed to issue invoices, or sign contracts, in the name of that trade name (instead of the legal company name).

Things to consider before you start a Netherlands company

Before starting the process of forming a company in the Netherlands, it is important to be familiar with some of the basic concepts around rules and practices related to the company and the registration process. The best piece of advice that we can give you is to give a call (or schedule a call, so we can call you!) to our Launch members, to discuss your situation and requirements. 

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.