Legal Assistance Netherlands

Describe your business’s general terms and conditions

When starting business activities in The Netherlands, it’s suggested to draft General Terms and Conditions and publish them via filing at the Chamber of Commerce (Kamer van Koophandel).

With general terms and conditions, it is immediately clear what rights and obligations you and your customer have. The so-called 'small print’ will save you a lot of time. Your customers know exactly where they stand.

Why Dutch Legal Consulting pays off

Before you start your Netherlands company, it’s advised to have a good understanding of the Dutch company laws, and the responsibilities of the shareholders and board members. Similarly, as an employer, it’s important to understand your (legal) responsibilities towards your staff and understand the consequences of employing staff in The Netherlands. 

First, you should ask yourself: why am I starting a business in The Netherlands in the first place? In order to employ staff? Or to open a warehouse? Or to apply for a VAT number and perform importing activities? Each situation is different and has different legal consequences. 

Legal Services in the Netherlands

As mentioned before, each company and (market entry) scenario is different and unique in its own way. This also applies to the legal requirements and considerations of each Dutch company.

Before starting a business in The Netherlands, it is advised to obtain a Legal Memorandum about your situation. Even if our Launch Team has done a great job in providing you with all the information that you require.

But it’s very important to involve legal experts to have a look at your situation, and consider that there is a lot of information that can easily be missed when the focus is on the end goal: setting up a company ASAP!

Litigation in the Netherlands

Our  Dutch lawyers in the Netherlands represent our clients (corporations and individuals) in court as well as in arbitration cases. We understand the complexity of litigation in The Netherlands and therefore deliver services that will be satisfactory in terms of overall costs, and the time needed to solve the dispute.

Court litigation is considered the last resort to resolve a matter with any of your customers, employees, suppliers, or other business parties. It’s our goal to avoid court litigation in The Netherlands where possible. In several situations, arbitration would be possible to resolve legal matters, such as in the case of solving corporate (disputes within the board (or versus the shareholders, etc.)) and commercial matters.

Debt Collection in the Netherlands

Every company, especially that deals in international business, has to deal with unpaid invoices! It can be hard to claim your money in markets where you are not familiar with the legal process of debt collection. 

Our debt collection lawyers in the Netherlands can assist you in case you are dealing with an unpaid invoice. We have years of experience in dealing with debt collections, and The Netherlands provides a wide range of legal options to freeze your debtors' assets and start a court case (at relatively low fees). Obviously, our aim is to provide a court case at all times, but if you have a valid claim on your debtor, the threat of a court case is taken very seriously in The Netherlands. 

Closing a company in the Netherlands

In the Netherlands, closing a business must follow a strict legal procedure. In the following, we outline the legal requirements for company liquidation and dissolution, as well as Bolder's legal service for closing a company in the Netherlands and the steps involved in winding up your business with Bolder Launch.

Legal Requirements

The Dutch legal system offers three options for closing your Netherlands company or a Dutch BV's dissolution.

1. Standard procedure

• The director(s) shall call a general meeting of shareholders to vote on dissolving the company and liquidating its assets and liabilities.
  - The directors are dismissed, the liquidator(s) are appointed and a custodian for the company's corporate books and records is appointed in the same shareholders resolution;
  - It is common for the former directors to be released from their corporate liabilities in the same resolution;
  - If the company has a supervisory board, this body should approve the shareholders' resolution to dissolve the company;
  - As from the moment of the dissolution, the Dutch words “in liquidatie” should be added to all publications, letters and announcements of or by the company.

Tax advice in the Netherlands

If you set up a new business in an overseas country, like The Netherlands, you have to consider all kinds of tax regulations. You want to avoid double taxation, and where possible minimise your tax liabilities. Our Dutch tax lawyers can assist you in this, and provide tax advice for sole proprietorships to multinational companies.

Two important considerations that most businesses have to deal with are the local substance requirements (where is your company located, based on the applicable (if any) tax treaty? Or, which country is able to tax your company?) and the transfer pricing regulations (how MUCH of your profits can each country tax, how should your margins be divided among the companies involved in delivering the goods or products to your customers).

What you should consider when working with a Dutch lawyer

Calling a Dutch lawyer for help is typically considered expensive, but when you deal with Bolder Launch, this does not have to be the case! The question you should ask yourself is if you can really afford not to invest in professional legal help. What could be the costs, if you make any mistake in your corporate structuring or operations?

But make sure to select a Dutch lawyer who can give you a full understanding of the steps to take and the investments which are required to take these steps. Bolder Launch can provide you with fixed fees, and is focused on managing your expectations by providing you with all the right information before any legal help is provided!

Buying Dutch property with foreign funds

Buying property in the Netherlands is quite simple. There are hardly any restrictions for non-residents to buy a house or a property. Foreign funds can be transferred to a Dutch notary, who will forward the funds to the seller of the property as soon as all the paperwork has been completed, and the ownership of the property has been updated.

The Netherlands has no currency exchange controls, and basically, anybody can open a Dutch bank account, and/or convert foreign currencies to Euros (EUR).

If you are planning to reside in the Netherlands as an expatriate, it is possible to apply for a mortgage to buy your first house with a variety of choices present. It is now a little easier for non-Dutch citizens to obtain a mortgage in the Netherlands because of the recently increased expat options provided by Dutch banks.

How to transfer shares of your Dutch entity

Are you planning to transfer the shares of your Dutch company? This guide offers a thorough overview of the procedure as well as an intake form that makes working with a Dutch notary simple. This will enable you to obtain the best quotes from any Dutch notary.

The transfer of registered shares in a BV must adhere to strict legal procedures in the Netherlands. The legal prerequisites for the transfer of shares in a Dutch BV/NV are described below.

A Dutch BV may divide its capital into registered shares, which may be ordinary, preferred or priority shares. A person or a legal body must receive the registered shares. The board of managing directors of a BV with registered shares must deposit a register of shareholders at the registered office of the company for inspection by its shareholders, usufructuaries, pledgees and holders of depository receipts.

Anti-dilution of shares in Dutch Company Law

Anti-dilution provisions protect investors in a down round. When a private company conducts a "down round," it sells new shares at a lower price than it did during the previous fundraising round. In other words, the company discovers that it needs additional money and that its valuation has dropped since the previous round of funding. Anti-dilution provisions are created to attract powerful first-round investors. The possibility of a down round considerably increases the venture's initial flexibility and, thus, its investment value; yet initial investors may want to safeguard their interests against dilution.

Pre-emptive rights under Dutch law

According to Article 206a of Book 2 of the Dutch Civil Code, unless the articles of association state otherwise, each shareholder has a pre-emptive right upon the issuance of new shares pro-rata to the total amount of its shares held by that shareholder. Holders of preferred shares (a common occurrence in venture capital firms) have no pre-emptive rights in principle. Furthermore, any minority short of a controlling interest can overturn any such statutory anti-dilution protection, and no room for pricing arrangements is provided.