Dealing with Dutch company law
Starting a business in the Netherlands can be difficult because you will have to deal with potential customers, suppliers, or staff who operate in a legal system that you are not familiar with. Similarly, it might be difficult for you to structure your business, because you are not familiar with the Dutch Company Law.
Bolder Launch specializes in assisting global entrepreneurs with their legal affairs, from selecting the right corporate structure, and drafting a formation deed, to dealing with labor and immigration laws. In case your business activity is regulated, Bolder Launch can assist you to apply for a Business License.
You might be planning to expand your business, but you are not certain yet about establishing a Dutch ‘branch’ or a Dutch subsidiary. Or you might be planning to take over an existing company, or even payroll staff. In case you are planning to get investors and co-shareholders on board, it’s important to have a clear investor or shareholders agreement in place.
Bolder Launch has been involved with more than 5000 entrepreneurs with intentions of starting a company in the Netherlands, and we have actively assisted more than 600 of them. This means we have a very good understanding of any legal requirement you might have, and chances are, we have done it before.
We have made an overview of typical legal requirements and described them in more detail in our Launch Guide, so you can get more familiar with these subjects.
- Start Trading: Use General Terms and Conditions
- Drafting a shareholders agreement
- Getting Authorised: Provide (or sign) a Power of Attorney in the Netherlands
- Getting Appointed: Personal liabilities of a ‘Dutch’ board member
- Considerations when appointing staff in the Netherlands
- Legal considerations when renting real estate
- Risk management; Protecting your brand
When starting a company in the Netherlands, you might be required to apply for a Business Travel Visa, or you might be interested to relocate permanently to the Netherlands. Bolder Launch has experience with relocation residency permits, startup visas, European Blue cards, and other options to obtain residency in the Netherlands.
In case you are appointed as a board member in a Dutch company, it’s important to understand your personal responsibilities and liabilities. Being a Dutch board member, you might be liable for any debts or claims against the company. Bolder Launch can fully inform you of company law requirements and how these can affect your position as a board member.
Planning to do a take-over in the Netherlands?
No problem! Bolder Launch can assist you in performing the correct Due Diligence and can facilitate the take-over process.
In case you are entering the Dutch market with a strong brand, you might like to consider protecting your brand as a registered trademark. Bolder Launch provides basic legal support as part of its corporate secretarial service to make sure that new companies are set for the first 12 months, without any hidden fees.
Let's guide you further
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.[...] Continue reading
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.[...] Continue reading
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![...] Continue reading
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.[...] Continue reading
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.[...] Continue reading
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.
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.
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).[...] Continue reading
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![...] Continue reading
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.
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.[...] Continue reading
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.[...] Continue reading