Holland is a global leader in water management. Over the years the nation has perfected its means for flood protection, water treatment and supply. The Dutch are maritime engineers and build ships, including utility vessels and superyachts. Their expertise is needed all over the world. The Netherlands is the main supplier of systems for sustainable water supply and production, and reintroduction (after collection and treatment) of “waste” water. In the sector, there are several significant engineering firms operating globally. The Water Partnership and other platforms in the Netherlands encourage international collaboration. The sector is mainly focused on continuous innovation and export.

If you plan to establish a business in the Dutch water sector, please, contact our agents in incorporation. They will give you more information on the investment opportunities and the procedures to establish a company in the Netherlands.

Water is an indispensable part of the local culture

The delta’s water is both life-threatening and lifesaving. This is why the water industry is perhaps the most fundamental to the Dutch character and culture. The sector is focused towards three primary areas: delta, maritime and water technology. They are directed towards land protection, energy generation, smart water recycling technologies and efficient, safe ships. The water expertise in the Netherlands is one of the best worldwide.

Five reasons why Holland handles water challenges well

1. Water takes a significant part in the Dutch history and life

Water is inextricably bound to the prosperity and history of the nation – it is a part of its DNA. Vast parts of the country were reclaimed and 2/3 of its territory would flood regularly if there were not complex interconnected systems of surge barriers and dykes in place.

2. The water technologies in the Netherlands safeguard the environment and water

The booming economy, urbanization and climate changes are threatening delta populations all over the world. Luckily the Dutch are experts in hydraulic engineering, foundation infrastructure and technology, flood protection and flood control. They are famous with their design of levees and search barriers, land reclamation through high technology dredging and engineering of entire harbours and coastal areas. The nation is also renowned for its river maintenance and engineering. It is at the forefront of climate-adapted construction that allows the building of houses in areas at risk of flood.

3. Expertise in water treatment

The Dutch sector of drinking water is owned publicly. Drinking water is supplied by 10 semi-public companies. Municipalities are responsible for the management of the system of sewers while 25 regional governmental water boards deal with wastewater treatment at a municipal level. Many local companies specialize in industrial wastewaters treatment, while several consulting bodies are world-famous for their expertise in water treatment.

Holland has been using innovative techniques for treatment of wastewaters since the 70s. Almost all households in the country have clean drinking water entirely free of chlorine. Furthermore, much of the industrial water is recycled so efficiently, that it may be even used in beverage and food production.

Meanwhile billions all over the world do not have access to sanitary facilities and clean water. In this respect, Dutch technologies can really make a difference. High-quality integrated cycles of water collection, filtration and recycling are in place to facilitate sustainability and economic development.

4. Solutions for integrated management of waters

The Netherlands is famous for its multidisciplinary approach to integrated management of waters that balances economic, social, engineering and environmental needs (“Building together with Nature”).

Dutch companies work on projects for the development of urban agglomerations at low elevations (e.g. Bangladesh and Jakarta), as well as on coastal development (Vietnam, Romania and Dubai).

5. Investments in R&D

Academic institutions and private companies invest considerable amounts of money in development and research related to water. This has led to many innovations if fields like filtration. Many investments in R&D and innovation go to private-public partnerships. Some of the collaborators are famous institutes of the rank of MARIN, Deltares, KWR and Wetsus. The Netherlands Organisation for Applied Scientific Research and some big private companies are also renowned for their developments in the water sector. The investments have already led to innovations such as water purification under anaerobic conditions, membrane technology, Annamox technology, and small-scale high-quality membrane bioreactors.

On September 19, 2017 (Budget Day in the Netherlands) an official legislative proposal for amendment of the Dutch withholding tax on dividends was published in connection to the Tax Plan for 2018. In summary, the proposal referred to a broadened exemption from withholding tax on dividends applied unilaterally with the aim to maintain the favourable fiscal climate in Holland.

On the same day, the Senate approved all proposals included in the Tax Plan for 2018. Therefore, the broadened exemption from withholding tax on dividends is in force since January 1, 2018.

Dutch exemption from withholding tax on dividends before January 1, 2018

For a number of years, Holland has exempted the distributions of dividends to EU or EEA (European Economic Area) parent companies from withholding tax based on Council Directive 2011/96/EU on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States. According to this document any income distributed by subsidiaries to parent companies in different member states is not subject to withholding tax on dividends in case the following collective requirements are fulfilled:

• The legal form of the parent company has to be listed in Annex I of Directive 2011/96/EU;
• The parent company has to reside in a Member State of the EU under its national law and pay corporate tax on its income without possibilities of exemption;
• The company needs to hold a minimum of 10 percent of the subsidiary’s voting rights (or capital). The Directive was amended to reduce this holding requirement. It decreased from 25% for 2005 to 20% for 2006; for the next two years it was 15% and in 2009 it became 10%.
• The requirement for minimum period of holding (if any) should be fulfilled.

Extended Exemption from Dutch Withholding Tax on Dividends since January 1, 2018

From the beginning of 2018, the Dutch exemption from withholding tax related to dividends has a broader scope. It applies to the distributions of dividends in the following cases:

• The parent corporation would have qualified for the participation exemption in the Netherlands, i.e. its interest in the distributing entity/subsidiary is 5% or more;
• The parent corporation resides in the EEA, EU or a country that has signed a tax-related treaty with the Netherlands including provisions for dividends.
• The corporation has not been denied a withholding tax reduction with regard to dividends under the treaty between Holland and the country where it resides by virtue of a counter-abuse provision.
• The parent corporation does not own a part of the distributing entity’s/subsidiary’s capital with the chief purpose to avoid the Dutch withholding tax on dividends. This condition is verified through a “subjective test”. An assessment is made to check if the company owns a part of the capital of the distributing entity/subsidiary with the intention to circumvent Dutch withholding tax on dividends and if the company was interposed to achieve a better position with respect to Dutch withholding tax on dividends. If the assessment yields a positive result, it is followed by an “objective test”. Its purpose is to ascertain if the entity is artificial, i.e. it was not established for legitimate business reasons reflecting the economic reality. In general, entities are not considered artificial in case:
• the parent corporation has an operating business; or
• the corporation is a holding that has acquired a better position with regard to the Dutch withholding tax on dividends in comparison to indirect shareholders (grandparent company) having an operating business, but its relevant substance is sufficient. This means that the parent corporation (intermediate holding) meets two additional requirements for substance, on top of the existing ones stipulated in Dutch law: 1) The parent corporation has costs for employees amounting to no less than 100 000 Euros; 2) The parent corporation has office space where it performs its business activities.

The additional requirements for substance are in effect from April 1, 2018.

Who gets an advantage?

The exemption from Dutch withholding tax on dividends benefits parent corporations based outside the EU that operate active businesses and reside in jurisdictions with which Holland has signed tax treaties. The treaties must include provisions regarding dividends that provide for partial withholding tax reductions.

Intercompany Solutions B.V.

Are you developing a business outside of the EU and considering an expansion to new markets beyond your country’s borders? The broader scope of the exemption from withholding tax on dividends makes Holland a convenient jurisdiction for businesses outside the EU looking for options to expand their operations to the Netherlands and Europe.

Our team at Intercompany Solutions has the skills and knowledge to support you through each phase of your expansion process. Would it be beneficial for you to work with a competent partner to help you with your plans for expansion? Get in touch with our professionals, discuss your ideas and see what we can do for you.

The Dutch sector of horticulture sets global trends, supplies markets worldwide and leads in innovative technologies for greenhouse cultivation. Holland is the undeniable leader on the international market of plants, plant reproductive material, cut flowers and bulbs, and is rated third for its export of nutritional products of horticulture. The country is in the centre of a global network for decorative trees, bulbs, floriculture and fruit and vegetable production.

In case you are considering incorporating a business in the field of horticulture, please, contact our agents specializing in company formation. They will provide you with legal advice and information about opening a company in the Netherlands.

An important contribution to national prosperity

The problems encountered during the establishment of sustainable urban centres often have to do with basic needs, e.g. shelter and food. The supply of indispensable resources (energy, food and water) needs to be secured through creative solutions and smart thinking. For centuries the Netherlands has been developing systems to cater for the needs of its population under such circumstances and now it offers excellent possibilities for export to countries experiencing shortages in resources. Local horticulture sets global trends and is differentiated in 6 clusters (Greenports). In these centres, research institutions and businesses collaborate in the areas of research and development, production, infrastructure, export and logistics. Horticulture has significant importance for the prosperity of the Netherlands, delivering large volumes of high-quality commodities and adopting technological innovations such as automated fruit pickers, intelligent greenhouses floating on water, glasshouses consuming less electricity than they generate and feeding the grid, and innovative methods for low-energy lighting and recycling of wastes and water.

Five reasons why the Netherlands is leading in the supply of trees, plants and flowers in the world

1. Developments in the field of Green Genomics

Holland is among the leaders in Green Genomics. The aim of this scientific field is to provide safe and sustainable production, higher yields, changed taste or design, and disease resistance in plants. TTI Green Genetics and Plant Research International are leading institutes in this area.

2. A large diversity of shrubs and trees

The variety of shrubs and trees produced in the Netherlands is unmatched. The industry is underpinned by a strong national market. Holland also maintains a leading position in R&D and trade related to tissue cultures, propagation material, young plants and seeds.

3. An original approach to innovation

The Netherlands has adopted a unique R&D approach to bring innovations: the government works closely with research institutions and companies in a “golden triangle” to complete innovation-related programmes and projects. Some examples of excellent innovations are intelligent greenhouses floating on water, robots, moving platforms, energy-saving lighting and recycling of water and wastes, glasshouses consuming less electricity than they generate and contributing to the reduction of carbon dioxide emissions, etc.

4. The famous greenhouses in the Netherlands: Glass City

Modern Dutch greenhouses already generate about 10% of Holland’s electricity by using a combination of power and heat (CHP). The country is famous with its inventive solutions for greenhouse cultivation and unrivalled scale of production. Its glasshouses cover over 60 square kilometres and look like a glass city, while their environmental impact is relatively low. Efforts are directed towards technologies and concepts facilitating adaptability to the changes in climate and energy-efficiency. Read more on the Dutch energy industry.

5. Logistics hubs and production of excellent quality

Rotterdam’s port and Schiphol Airport in Amsterdam are the most important logistics hubs in the country. Holland is conveniently located in the heart of Europe with easy access to the continent’s half a billion consumers. Furthermore, the development of methods to obtain high-quality produce has enabled its horticultural sector to gain global recognition. The Netherlands has developed effective supply chains capable of delivering freshly cut flowers to New York in less than a day. Also, true to their entrepreneurial spirit, the Dutch have set up nurseries in Ethiopia, Kenya, Costa Rica, Portugal and France.

Many enterprises and companies treat intellectual property as a significant asset. The rights related to it – copyrights, trademarks, patents – often prove to be more profitable in comparison to physical assets. Therefore, it is important for corporations to develop adequate strategies with respect to their intellectual property in order to guarantee the best use and protection of their assets. The present brief overview provides information on the major rights relevant to intellectual property and their protection under the law in Holland.

Patents in the Netherlands

In the Netherlands, the Act on Patents (Rijksoctrooiwet) from 1995 protects patent rights. By definition, patents are exclusive rights to inventions in all technological fields. Inventions are patentable if they meet several requirements:

• they concern a technical process or product;
• they are novel, i.e. have not been publicly disclosed by any means before the day of submission of the application for patent registration;
• they involve inventive steps, i.e. the inventions are not too obvious;
• they have industrial applications.

Applications for Dutch patents are submitted to the national Patent Office. The applicant must request a search for novelty 13 months after the submission of the application. In another 9 months, the search results become available. These results, however, do not decide whether the invention will be patented or not, even if it lacks novelty according to the report. In a dispute, the requirement for novelty is considered in court. The patent or application is included in the patent registry of the Netherlands eighteen months after the submission of the application. The protection term is twenty years from the filing date.

The owner of the patent has exclusive rights to prohibit the use of the invention for commercial aims by third parties. Invention use means production, placing on the market, lending, selling, offering, supplying, storing and importing the patented invention.

Trademarks in the Netherlands

Trademarks are signs that distinguish companies’ services or products (goods) from others on the market. They can be either logos or brand names. Company names or trade names can be considered trademarks.

The BCIP (Benelux Convention related to Intellectual Property) states that a trademark must first be registered to ensure protection in Belgium, Luxembourg and the Netherlands. The BOIP (Benelux Intellectual Property Office) is the institution for official registration of trademarks in Benelux. The definitive registration of a trademark is completed in about 4 months. The payment of an additional fee can speed up the procedure. The Office will refuse to register a trademark if, among other reasons:

• it lacks distinctive characteristics or does not satisfy the trademark definition;
• it conflicts with morality or public order;
• it can mislead the public.

All trademark registrations in Benelux are valid for 10 years. They are renewable every 10 years if the renewal request is submitted 6 months before the trademark expiration date. Trademarks need to be actively used to maintain their rights.

Trademark owners have the exclusive rights to prohibit other parties to use or register newer signs, identical to their trademarks and use them for identical services or goods. The registration or use of similar newer signs for similar services or goods may also be banned if there is a probability of confusion. Trademark owners that are popular in the region of Benelux can also dispute the usage of similar or identical newer signs for any services or goods (regardless of their level of similarity) if this usage takes unjust advantage of the original reputation or character of their trademarks or brings unfavourable consequences for the owners.

Certain multinational organisations give the possibility to foreign entrepreneurs to use their trademarks as a franchise. This can be concluded as part of a franchise contract, which regulates the franchise requirements and financial compensation between the franchisee and the franchisor. Naturally, franchise agreements have to comply with the Dutch law. Read here for more information on franchise agreements.

Trade names in the Netherlands

In Holland, trade names are protected by the Dutch Act on Trade Names (Handelsnaamwet). Trade names are defined as the names that companies trade under. In general, a company can freely choose a trade name, as long as the chosen name is not misleading, for example as regards the entity’s ownership or legal nature.

Protection does not require trade name registration, e.g. in the Commercial Registry of the Netherlands. The rights connected to trade names arise from their use. In contrast to trademarks, trade names do not have to be original. Still, descriptive names have limited protection.

The Act on Trade Names prohibits the usage of a name, similar or identical to a name in use by another entity if such usage is likely to cause confusion, given the location and nature of the entities.

Copyrights in the Netherlands

In Holland, the Act on Copyright (Auteurswet) protects copyrights. It gives authors of artistic, literary or scientific works exclusive rights to reproduce their works and make them publicly available.

According to Dutch law, works should have original, individual characters and reflect the personal imprints of their authors. The provisions contain an exemplary list of copyright-eligible works: paintings, books, computer programs, brochures, etc. Logos and website/product design can also be protected by copyrights. Ideas, concepts and formats are not protected if they are not embodied in specific works.

Copyrights are obtained through the creation of works meeting the abovementioned conditions. No official requirements, e.g. usage of a sign like “©“ or registration, exist. The protection of copyright ends 70 y. after the author’s death. If the creation is authored by a legal person, the copyright is protected for 70 y. after the work’s first publication.

There is an option to submit an i-DEPOT at the BOIP. This can prove the existence of a creation at a particular time and might be helpful when considering whether a particular work is original. The i-DEPOT, however, does not create an independent intellectual property right.

Copyright owners can prohibit other parties to publish or reproduce their work without authorization. If a particular product and a copyrighted work leave identical overall impressions, then there is an infringement of copyright. Disputes are taken to competent courts that assess the cases by considering the work’s copyrighted features.

If you have questions concerning intellectual property and the relevant rights or intend to develop a business in the Netherlands, you can contact our Dutch agents specializing in company set-up.

In the Netherlands, a subsidiary is a normal company – a separate legal entity with share capital partially or fully owned by an international company. This is an important difference from the Dutch branch – an entity that is more strongly linked to its international founder.

The international company established abroad can control its subsidiary in Holland, but, in contrast to the situation with branches, it does not carry full liability for the Dutch subsidiary’s debts, obligations and actions. The subsidiary does not have to engage in the same operations as its parent company and, if necessary, it can register for the performance of more activities. This and the limited liability of the parent company are the two main advantages when opening a subsidiary.

The founders of a Dutch subsidiary are able to choose between 2 very common types of entities: private or public companies with limited liability.

Types of legal forms for Dutch subsidiaries

The private company with limited liability (or BV) is suitable for small and medium businesses. There is no minimum capital requirement for the incorporation of a BV as a Dutch subsidiary – it can be established with 1 Euro. Its share capital has to be split into non-transferable registered shares.  The shareholders carry limited liability to the extent of their contributions to the capital of the company. One or multiple directors can be appointed to manage the business. There are different methods for BV incorporation, depending on the main goal: privacy of the directors and shareholders, tax minimization, a holding structure for international business or a BV owned by a special structure, e.g. a foundation.

Entrepreneurs can also open public limited liability companies (NVs) as subsidiaries. The minimum capital required to establish an NV is EUR 45 000 split into bearer and registered shares. NVs can issue certificates of shares with respect to bearer shares, in contrast to private companies with limited liability. Shares can also be transferable. The shareholders carry limited liability covering the capital they have provided to the company. In contrast to BVs, NVs can be traded on the Securities Exchange.

Dutch subsidiaries must have a minimum of 2 managers, forming a management board. A board of supervisors can also be formed to oversee the activities of the managers. Large companies like NVs follow more stringent requirements in yearly reporting, auditing and accounting.

The procedure for registering a Dutch subsidiary

The first step in registering a Dutch subsidiary is to open an account in a local bank, deposit the required capital and obtain a document to certify the deposit.

The subsidiary founders need to check whether the name they chose for the subsidiary is unique. This is done at the Commercial Chamber. A confirmation of the name’s validity is sent by email. If the name is available, the founders can proceed with registration.

Before registration at the Commercial Chamber, the subsidiary founders must obtain a non-objection declaration issued by the Ministry of Justice. For this purpose, they have to file an application and pay the relevant fees.

The association articles, the subsidiary establishment application and the deeds of foundation need to be notarized. All documents mentioned above have to be presented at the Commercial Chamber, accompanied by a deposit certificate and the non-objection declaration.

Taxation of Dutch subsidiaries

Any subsidiary registered in Holland is considered a resident company and has to pay corporate taxes identical to those of any other local company. Therefore, registration at the Tax Office is obligatory. The subsidiary should be registered at the Administration for Social Security in order to hire employees locally.

The corporate tax in Holland is 19% for yearly profits up to EUR 200 000 and 25,8% for income exceeding this threshold in 2024. Local companies pay taxes with respect to any profits generated worldwide. Holland is an EU member, so the EU Directive for parent companies and subsidiaries is applicable to Dutch subsidiaries of international companies. The Directive and the treaties for avoidance of double taxation between Holland and other countries guarantee significant tax relief and incentives.

Other taxes that Dutch companies need to pay include the tax on real property, transfer tax and contributions to social security. The fiscal year usually matches the calendar one. All subsidiaries of international companies need to follow the Dutch reporting and accounting principles. Incompliance with the filing requirements can result in fines and penalties.

The procedure for subsidiary registration for business purposes in Holland is uncomplicated and takes approximately 8 work days.

If you need more information on the procedures for setting up a Dutch business, do not hesitate to contact our local agents. They will provide you with more information on company formation and legal advice.

The Dutch sector of agriculture has succeeded to maintain its position as the second largest exporter in the field of agriculture. For 2017, the total value of agricultural exports reported by the Central Bureau of Statistics (CBS) is 113.5 billion US dollars or 92 billion Euros, which is 7% more in comparison to 2016. Thus the country ranks second among the top agricultural exporters in the world, after the United States. The agricultural exports of the US for the fiscal year of 2017 were estimated at 140.5 billion dollars or 114.2 billion Euros.

According to CBS, approximately 40.5 billion Euros come from products made in Holland and another 3.5 billion Euros are attributable to commodities that were imported from elsewhere, underwent some processing and were exported. If products related to agriculture were included in the calculation, then the Dutch participation in the global economy would increase to 48 billion Euros.

Flowers and bulbs were first among the top export products. Dairy products were second, overtaking meat that was ranked in second place the previous year.

Destinations for export

The agricultural produce for export of the Netherlands is mainly destined for Germany (34 billion Euros for 2017). Holland is the most significant export market for Germany as regards agricultural products. Other significant export flows are directed towards Belgium (10.4 billion Euros), the United Kingdom (8.6 billion Euros) and France (8 billion Euros). According to CBS, the trend shows an increase in exports to France and Belgium and a decrease to the United Kingdom, perhaps due to the weaker GBP in connection to Brexit.

The net export value of products related to agriculture, e.g. pesticides, fertilizers and farm equipment, reached 9.1 billion Euros bringing the sector’s total to 101 billion Euros.

A wonder in the agri-food industry

The area of the Netherlands is only 41.500 square kilometres and its population is approximately 18 million. The country brings hope for finding solutions to the challenges of world hunger. Although small, it has a very strong position in the world’s sector of agriculture; Holland is a driving force leading globally in the field of innovative solutions and food security.

If you are wondering how to start a business in the Dutch agricultural sector, please, contact our incorporation agents in the Netherlands. They will give you more information and legal guidance regarding the procedure of company establishment.

The Netherlands is among the leading exporters of food and agricultural products worldwide due to its innovations in agri-food technology. The sector offers a reliable source of safe and healthy food produced using nature- and environment-friendly methods.

In case you are in interested in establishing a business in the agriculture and food sector of the Netherlands, please contact our agents specialised in company formation. They will provide you with legal advice and additional information on how to set up a Dutch company.

Delivering healthy food from sustainable sources

The rapid global urbanization and the migration of people from rural areas to the big cities lead to an increasing demand for healthy and sustainable food supplies in the urban zones. The security of food is paramount to social wellbeing and economic performance. The search is on for solutions regarding food safety, animal welfare, habitation and waste-disposal, as well as education, governance and social fairness. The Netherlands is located in a relatively small delta region with low elevation, where the land is a precious resource. This is one of the reasons why the local farms are among the most efficient, sustainable and intensive worldwide.

Due to the fertile soil, high produce quality, intensive farming, trading expertise and extensive knowledge in agriculture, the Netherlands exports food products on a global scale. This covers products of both plant and animal origin, i.e. poultry (meat), eggs and livestock. Other key export items are automated food processing machines such as pickers for soft fruit, meat separators and equipment for potato processing, as well as knowledge on food processing. Twelve of forty leading companies producing foods and drinks have Research and Development centres in the country.

Five reasons to choose the Netherlands for your business in the food and agriculture industry

1. The country is a world leader in innovation and export of foods and agricultural products

After the United States, Holland is second in export of agricultural products in the world. It falls in the global Top 3 of fruit and vegetable producers, along with the US and Spain, supplying 25% of all vegetables for export from the European continent. The Dutch sector of agriculture is diverse and covers a variety of plant cultivation and animal husbandry subsectors, including field and greenhouse cultivation, fruit-growing, pig and dairy farming.

The Netherlands sees things in perspective. This is evident from the world-famous innovation and research infrastructure in the country. The University of Wageningen was rated first among agricultural universities worldwide for three consecutive years in the Taiwan Ranking that includes 300+ universities dealing with scientific research. Of the leading twenty-six companies in the sector of agriculture and food, five have Research and Development facilities based in the country. Here are some examples of investments made by private companies:

• a new Research and Development centre of Danone in Utrecht concentrating the European research of the company on children nutrition and clinical nutrition;
• a new European Research and Development centre of Heinz in Nijmegen;
• a new Research and Development centre of Royal FrieslandCampina in Wageningen;

2. The Netherlands has a mild climate, fertile soils, flat terrain and favourable location in the centre of the European continent

Next to its excellent geographic characteristics, the country has extremely well-developed infrastructure, logistics, food processing branch and commerce.

3. Successful renewal of the chains of agri-food production

For many years the agriculture in the Netherlands has maintained its leading position in the international competition through active investment aimed to renew the chains of agricultural production. Growers and farmers are eligible partners in this chain. Their main goal is to supply food and plants (including ornamentals) with the best possible value for money using sustainable, innovative and socially responsible methods.

4. The Netherlands supports the Global Food Security Alliance

It has been estimated that by 2050 the world population will reach 9 billion. If the current levels of food production remain unchanged, there will be a 70% shortage. The Alliance plans to solve this problem by using a Dutch approach based on climate-smart systems in agriculture. It intends to intensify and expand small-scale projects of fishermen, small farmers and horticultural growers and to maintain a high level of food safety by focusing on beneficial private-public partnerships.

5. Environmentally friendly and sustainable agriculture

Regardless of the tight margins of profit, the agricultural business invests significant resources in protection of the environment and implements improvements regarding animal welfare. While the agricultural business is a main engine of the national economy, it carries certain risks for the environment. During the past decades, agriculture has shown a trend of increasing scale and intensity of production, leading to a growing impact of manure and fertilizers in non-urban areas. Farming needs to be more sustainable. Currently, the agricultural sector in the Netherlands is directed towards sustainability in order to provide safe and healthy food, produced with care for the environment and the landscape.

Read here to explore the Dutch horticulture industry.

International companies planning to establish presence on the Dutch market at a low cost can open local branches. The branch does not have a legal personality and is considered an extension to the international company. Therefore the parent company established abroad is liable for all of its actions.

The operations of Dutch branches are managed by representatives of the parent companies by virtue of a PoA (Power of Attorney).  The branch has to carry out the same operations as its parent and its name must be identical. Its actions are governed simultaneously by the Dutch laws and the legislation of the country where the international parent company is incorporated.

The branch provides permanent establishment at a lower cost in comparison to other Dutch company types and there are no minimum capital requirements with respect to its incorporation. This is why many international companies prefer this form of business.

Dutch branches vs. local companies

The main defining characteristic of a branch, as compared to other business forms like subsidiaries in Holland, is its full dependence on its international parent company. Therefore the international company carries liability for any obligations and debts of the Dutch branch.

The procedure for branch registration is easier compared to other company types, e.g. the private limited liability company, but it still needs to comply with the legislative requirements for taxation and employment. According to the law, all branch employees should be covered with social insurance. Otherwise, the branch representative may become personally liable in case of failure to pay the necessary contributions. Branches opened in the Netherlands usually have financial obligations identical to those of local companies.

The numerous treaties for avoidance of double taxation that the Netherlands has signed with other countries decrease the branches’ tax burden if they qualify for reduction of the rate of withholding tax for royalties, interest and dividends.

Registration of a Dutch branch

The branch has to be registered in the Trade Registry at the Commercial Chamber with the relevant documents and details before it can commence its business activities. All papers need to be notarized, with a legalized translation in Dutch. The notarization takes place in the state where the parent company resides.

The documents necessary for incorporation can be case-specific, but in general the following are necessary: 

• Proof of the establishment of the international company (an extract from the trade registry in the country of residence with registration date and company details)
• Registration certificate, name, registered address, names and details of the directors and the secretary (or other managers)
• Protocol of the discussion where the board decided to open the branch
• Address and name of the branch
• Representative’s name
• powers of the representative and branch activities

After the registration, the Company Register in the Netherlands will release the registration certificate recorded under a unique number. Then the branch has to be registered for tax and social security contributions. After all these steps the branch can begin to operate in Holland.

Advantages of opening a Dutch branch

The procedure for branch registration is easy and takes less time than the direct incorporation of a Dutch company. This is why some international corporations prefer to establish branches. Other advantages include low incorporation costs and mild accounting requirements.

The main characteristics of branches in the Netherlands are more or less the same as in other countries. For example, in Hong Kong, the procedures for branch taxation and registration are very similar. Still, it is in your best interest to use the services of a local specialist in incorporation or a lawyer to ensure that you follow the Dutch regulations and rules for company establishment.

If you need more details on starting a Dutch business, please, contact our local agents in company formation.

Corporate Law in the Netherlands, also called “Company Act”, is the major source of statutory regulations and rules for company incorporation and management.

The law lists the different types of companies that can be incorporated in the Netherlands and the rules pertinent to the procedure of establishment. It covers the compliance, taxation and management of corporations, and the procedures in cases of bankruptcy, merger and company acquisition. The document also stipulates the allocation of responsibility and power within companies.

Company establishment in the Netherlands

The Dutch Company Act specifies what business forms can be incorporated and what regulations and rulings are applicable to each form. Depending on the particular activities and the preferred manner of managing a business, investors can choose between a private (BV) and public company with limited liability (NV), or a limited and a general partnership. The law does not recognize partnerships as legal persons.

The Company Act also describes the process of formation and the corporate purposes of companies. The procedure for incorporation must follow the steps outlined in the law. The necessary documents, e.g. incorporation deed, must be notarized locally. The company’s managing directors are its representatives and their liability is determined by the specifics of the entity they decide to establish. For the purposes of incorporation, the entity will need a contributed capital; the subsequent share transfer is also covered by the corporate law.

All regulations in the Dutch Civil Code are consistent with the EC Directives, the law on securities trade supervision and the act on listed companies, partially governing the manner in which Dutch companies are managed. Foreign investors planning to form a Dutch company can initiate a process of due diligence.

Dutch company management

Company management, as provided in the Company Act, is a two-layered system, consisting of an executive board of managers and an advisory board of supervisors that oversees the managerial work. The model is valid for both public and private companies with limited liability. These boards are compulsory for large companies.

The company owners appoint the members of the managing board during incorporation. The responsibilities and powers of the managing board are laid out in the association articles. The liabilities and duties of the directors are legally established and may include criminal and civil liability.

Business owners hiring personnel in Holland should also observe the law on employment. It contains important rulings with respect to the employment conditions, the obligations and rights of employees and employers, the dismissal procedure, the wages and the working hours. The Dutch legislation on labour is flexible as regards workforce and has many particularities.

Do you need more information about the Dutch corporate law or would you be interested in registering a company in the Netherlands? Call our local agents in company incorporation for support and advice.

The economy of the Netherlands is increasing in strength with the most recent forecast of the Dutch Bureau analysing economic policy (CPB) predicts economic growth of 3.2% in 2018 and 2.7% in 2019.

An economic boom

The Central Economic Plan for 2018 prepared by CPB forecasts the economic situation in the Netherlands this year and next year. Estimates are made for a smooth Brexit where trade with the UK will continue on the basis of a new agreement. If, however, the situation turns out otherwise, the national economy may suffer damages. Recently there has been a small migration of UK based companies to leave with their headquarters to the European mainland.

The report of the CPB predicts economic growth of 3.2% for 2018 and 2.7% for 2019. If the estimate proves accurate, Holland will surpass the economy of the Eurozone by 0.6% for the period from 2017 to 2019.

This economic boom is a result of several factors including expanding budgetary policy, strong housing market, low interest and a good international economic climate.

Even though the Dutch economy is growing, the surplus of the government is unlikely to increase. Last year it was 1.1% GDP. The report forecasts 0.7% surplus for this year and 0.9% for 2019. The decrease is mainly due to greater governmental spending.

Unemployment in Holland is expected to decrease

CPB’s report raises the hopes that the unemployed in the country will decrease. The figures are 4.9% for 2017, 3.9% for 2018 and 3.5% for 2019. The rate for next year will hit a record low since 2001.

This decrease in the number of unemployed people means that businesses will have to work harder in searching for employees. This will likely bring an increase in the number of permanent employment contracts and higher salaries to attract and retain staff.

Dutch households will be able to purchase more

The report of the CPB foresees a 1.6% average increase in the purchasing power of households by next year. This will affect differently certain households. The ones on welfare benefits shall experience only 0.8% increase, the employed will notice a 1.8% increase and retired persons will experience an increase of 1.3%.