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Holding Companies in the Netherlands

The Netherlands is an ideal location for many holding company ventures. Their laissez-faire practices give businesses little to no regulation, minimal taxation, and generally ease the stress of many entrepreneurs. In this article, we will analyse the main characteristics and benefits of opening a holding company in the Netherlands.

WHAT IS A HOLDING COMPANY?

As the name suggests, a holding company is a type of business with the intention to ‘hold’ the stock of other corporations with the aim of controlling and possibly even absorbing them. A holding company achieves this by purchasing enough shares of an already existing corporation to gain voting rights, which then enables it to influence the actions of the company, if not control it completely.

WHAT ARE THE BENEFITS OF A DUTCH HOLDING COMPANY?

While there are many benefits to holding companies in general, they are even more uniquely advantaged when located in the Netherlands.

  • LOW TAXATION

Thanks to many international treaties, such as the Double Tax Treaty Network, taxes for foreign or local holding enterprises within the Netherlands are significantly reduced. This tax code also promotes equality among investors and entrepreneurs, ensuring that the same regulatory standards given to domestic companies are extended to foreign enterprises as well, including their lox tax standards. Holding companies generally face low taxation, since they are only investing their equity and are not a fully operating business. Moreover, certain companies may be fully exempted from taxation based on their income.

  • MINIMAL OVERHEAD

Overhead is the monetary cost of running a company. This can include employee salaries, office rents, sales team, and any other expenses devoted to running and organising the business. Since holding companies rely on the foundations of already established businesses, they have minimal overhead expenses.

  • EASY ESTABLISHMENT

Establishing a holding company is a relatively simple process. First and foremost, like all companies, a public notary must be issued. There are no capital minimums required to establish the business, and Dutch holding companies can be listed as limited liability companies or limited liability partnerships. Additionally, no official inspection of finances, or audits, are needed for holding companies. Professional financial management is also not needed, although it may come heavily recommended.

The Netherlands remains one of the most favourable places of corporate establishment throughout all of Europe, and, as long as they adhere to their low taxes, easy establishments, and general laissez-faire practices, the Dutch economy of entrepreneurship will certainly continue to thrive both domestically and internationally.

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Netherlands company law

International operating companies which are structured in the Netherlands generally establish a limited liability company, in Dutch ‘’Besloten Vennootschap’’ (B.V.).
The main characteristics of a the Dutch B.V. which are referred to in the law, are:
– A share capital deposit, with a minimum of €1
– The shareholders liability which is limited to the paid up capital
– The transfer of shares, as well as the issuing may require shareholders permission
– The company register registers the shareholders
– A shareholder may be a natural person, a limited company, a foundation and foreign legal entities

Incorporating procedure B.V.

The procedure of establishing a Dutch limited company is finalized with a deed of the notary public. The notary public legally sanctions the statutory articles of association and registration at the Dutch corporate registry, also referred to as Chamber of Commerce.

Regulations of a B.V. company.

Public disclosure of the B.V. is limited, it includes the incorporation articles, board members, share capital and annual depositing of the balance sheet. Information of the majority shareholder(s) must be registered at the public records with the Corporate registry.
The incorporation articles serve as internal operating documentation for the details of the company, its responsibilities, the duties and rights of the shareholders and directors.
The shareholders decide the management of a company by voting whom will represent the company at the board. The company activities are controlled and executed by the board.

Assisting entrepreneurs with compliance

Intercompany Solutions is specialized to monitor, control and manage activities of a non-resident shareholders owned companies.
Tasks include the appointment of a corporate secretary whom manages activities as assisting with acquiring a registered office and maintaining corporate records for the company.

The management board has the responsibility for the rightful filing and following accounting requirements. A Dutch B.V. company has obligations to report financial statements to the shareholders on a yearly basis.
The rules for such reporting are written in the Civil Code of the Netherlands company law.
Audit requirements apply if certain turnovers, balance sheet totals or number of employees of the company requires it to.

The filing of a balance sheet has to be done at the Chamber of Commerce. The filing has to be made after the years end, but non later than 13 months after.
The non-filing of the balance sheets can lead to liabilities and penalties for the management.
Once a year the company must hold a general shareholders meeting. The objective of the shareholders meeting is to make decisions regarding the annual accounts as well as review the performance of the management.

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Open a Trading Company in the Netherlands

The Netherlands is one of the main import/export locations in Europe. With its exceptional infrastructure and major ports, such as those in Rotterdam and Amsterdam, this country is a great place to set up a trading business. Those companies who engage in international trade will have easy access to Europe and the rest of the world because of the Netherlands’ particular geographical and infrastructural advantages.

Trading Companies in the Netherlands

Trading companies engage in a wide variety of business activities, including but not limited to importing and exporting; wholesaling; buying and selling; the intermediary sale or purchase of goods; and assisting and counselling other companies in sourcing their supplies.

Dutch trading companies do not have to limit themselves to importing or exporting just one type of item. They can easily diversify their business to suit market conditions anywhere in the world. Trading companies can also specialise in a specific type of product if they desire. Anything from food products to health and beauty items can be traded from a base in the Netherlands.

Trading companies in the Netherlands can also set up their offices in whichever Dutch location they feel would be best for them. They can take advantage of the opportunities in larger cities, like Amsterdam or The Hague. Or, they can set up a shop in one the Netherlands’ smaller cities. All locations will benefit from the same transportation and communication infrastructure that make the Netherlands such a great place to do business.

Setting up a Trading Company in the Netherlands

An investor who wants to set up a Dutch trading company can either open a branch of an existing international company or create a new legal business entity based in the Netherlands. Opening a branch is easier, but it does not offer as much flexibility as creating a new entity. In terms of potential liability, forming a new Dutch business is also a better option.

Like many other types of businesses, trading companies must also acquire special permits and license in order to operate legally in the Netherlands. There are also rules and regulations regarding the import and export of controlled goods that have been imposed by the Dutch government and must be followed carefully. We can assist you in acquiring all necessary licenses and permits so that your trading company can operate legally. We can also advise you about laws that may affect the types of goods you wish to trade and distribute, and tell you what you must do to follow them.

Our agents in the Netherlands can walk you through the entire process of forming a Dutch trading company. We can assist you in choosing a company name, preparing the necessary documents to form a company, and registering the new business with the Dutch Companies Registry.

Please contact our Dutch agents to find out how to open a trading company in the Netherlands. We are also happy to discuss with you general details about investments in the Netherlands.

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Everything you need to know about the Dutch Company Register

KvK

When starting a business in the Netherlands one of the first steps is to enlist your business in the Dutch Company Register (Dutch: Kamer van Koophandel). This database can help you to search business names, activities, registration numbers, and accounting information. You can find out if a company you are engaging in business with is real and legally capable of conducting business. The Dutch Trade Register can also help you find out if someone is an authorized signatory for a certain company.

The Dutch Company Register

Every company that does business in the Netherlands is listed on the Dutch Company Register also knows as ”Chamber of Commerce”, ”Dutch Trade Register” and ”Dutch Business Register”. The available information for each company includes the name and address of the business, telephone number, number of employees, and details about the company’s representatives. You can also find out financial background such as any bankruptcies that may have occurred in the history of the company. Most of the information found on the Chamber of Commerce is free of charge, yet, financial statements, documents that have been filed on behalf of the company, history of the company, and corporate relationships are among extras that can be purchased.

 How to register in the Dutch Trade Register

The process of becoming registered can be fairly simple with the help of Intercompany Solutions. You must have the deed of incorporation, shareholder’s details, details about the company’s managers, bank references about the deposited share capital, and authorization for Intercompany Solutions to act on your behalf. Once all of this information is gathered and submitted you will be issued an access code. Only people with access codes are able to view any information contained in the Dutch Trade Registry.

Before you can be registered with the Dutch Company Registry, however, you must complete the necessary forms to obtain approval for your company name. This will ensure that you are legally allowed the rights to the company name you wish to do business under. Intercompany Solutions can also help you to submit your company name to the Dutch Company Registry for approval.

Dutch Company Register online

Since the Netherlands is set in the perfect location for business throughout Europe and the world it only makes sense to start a business here. Whether you are a natural-born citizen or a citizen of another country that is looking to open a business, the Netherlands can suit you well. Due to the bilingual capabilities of most residents, the Chamber of Commerce is also set up with a bilingual website. English and Dutch versions of the site are available to create ease of use by people even beyond the borders of the Netherlands. This adds to the user-friendly website that makes information easily accessible in both languages. Another key feature to the website is the ease of payment for any additional information you may want to obtain. Online payment is available by using your credit card or iDeal and you can also choose to use direct debit from your bank account.

Intercompany Solutions can help with every step in the process of setting up your new business. We can help you with local banking, company establishment, and local representative services if you are working out of the country. Once your business is up and running we can also be of service when it comes to bookkeeping and taxation. Leaving the heavy lifting up to us allows you to be able to focus on the more important aspects of the business.

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Opening a virtual office Netherlands

Virtual offices are becoming an invaluable asset to any business. Not only does it display the firm’s high tech brand and organisational skills, but it is also a big money-saver. The virtual offices services that are provided by our team of skilled individuals are perfect for entrepreneurs who want to establish a bigger presence in the Netherlands without paying extreme amounts for renting office space.

A Dutch Virtual Office

Virtual offices in Amsterdam, Rotterdam or Breda offer the optimal solution for investors who are not able to live in these cities but need to establish a presence. It makes it easy for them to work from anywhere in the Netherlands. This is a very important resource for those who have pertinent business in the Netherlands but who are unable to be in the country at all times.

Dutch Substance for your Business

Virtual offices are possible to those who do not have an actual address for their Dutch companies. These entrepreneurs will then need to provide local substance to Dutch authorities. This is needed for any company to acquire a tax number and to be considered a legal entity in Holland. We are able to make this process a lot smoother by providing the following services:

  • Access to an executive assistant that will take customer calls during the process with direct instructions from you, the client.
  • Permission to use our own addresses in Amsterdam, Rotterdam, and Breda.
  • Customisation of how correspondence should be sent/received.
  • Instruction to us on sending mail to any company around the globe.
  • A professional fax service with your own private number.
  • A collection of bank statements and correspondence from the Dutch Tax Office.
  • Extra usage of the meeting rooms.

Address in Amsterdam, Rotterdam, and Breda

The fact that you will have an address that is situated in one of Holland’s prime cities will not only help your business benefit from the presence of an upmarket office, but it will also save you costs. These are much lower than renting an actual office space in any of these cities. If you establish a registered office in the Netherlands you will benefit from a high profile business address and form credible, risk-free relations with your clients. You will also be assigned a local phone number for clients to reach you.

If you are interested in establishing a virtual office in the Netherlands, you can contact one of our professional agents for advice and solutions that are fitted to your company’s needs.

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Advantages of a Registration Address

The need for a registered address has grown greatly in the Netherlands in the past years. The law calls for a registered address to perform business in the country. The limited amount of space and foreign investors have led to the need for virtual offices. A hired corporate service provider can be used as the physical address for the company for all registration purposes. There are many advantages to using a registration address, here are a few of the main benefits.

Off-site management

When using a registration address and virtual office you can run your company from anywhere in the world. You can own a business in the Netherlands, but be located in London or the United States. The ease of use from any computer with internet allows your workspace to travel with you wherever you go.

Global presence

Using a virtual office with a registration address allows you to complete business transactions throughout the world. You can be found and utilised by international clients more rapidly and generate more business for your company.

Desirable address

The use of a registration address many times leads to an address that is located in a prime real estate that would be otherwise unattainable. Take advantage of this for not only the better address but also the trust of customers and associates that comes from a recognizable building and address. If you are working as a foreign investor this can be especially helpful in reassuring clients that you are a serious, legal entity.

Cost reduction

Having to pay rent on a brick-and-mortar building can be quite expensive, especially in a well-known building. Using a corporate service provider can dramatically cut down on your rent costs and allow your money to be allocated to more important business expenses.

Effortless management

Using a registration address can also provide services that help you run your business effectively. Providers can forward your mail and bank statements, provide a meeting space for your use, and reliable internet for ease of communication with clients.

Local conveniencehandshake

Not only can a registration address help you become recognised globally, but it also helps on a local level. As a foreign investor having an office in the area you are performing business is a huge asset. This allows convenience for clients and more business for you!

When deciding to invest in a company as a foreigner one of the first steps you should take is to seek out a registration address. This will benefit your business, stockholders, and clients across the world. To fully take advantage of this opportunity make sure to pick a reputable corporate service provider with an address that will be most advantageous to your company. When searching for your new address be sure to also compare amenities that will suit your situation. Don’t hesitate to ask many questions and read reviews before deciding on the new home of your business. Once you secure a location the paperwork will all be finalised and you will be running your business easily from anywhere!

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Royalty company

The biggest and most effective tax structures are all working through The Netherlands. The interposing finance companies, holding companies and royalty companies.

Royalty company

The main advantage for establishing a royalty company in the Netherlands is that the Netherlands does not levy withholding tax on royalties. The purpose of a royalty company is to centralise and facilitate the licensing of international intellectual property rights.

The intellectual property, such as a trademark, copyright or patent, grants a license to the royalty company based in the Netherlands for usage of the IP rights.

The royalty company in the Netherlands, in turn, sub-licenses the IP rights to companies all over the world. The royalties paid (free of withholding taxes) may be deducted from received royalties, thus leaving a small taxable gain in the Netherlands.

The main feature for establishing a royalty company in the Netherlands is to lower the liability of global taxation, this is because on receipt of the IP royalties via a royalty company the DTT or double tax treaties with the Netherlands overrule local regulations, thus becoming an effective tool for tax planning.

Not only royalty structures are routed through the Netherlands.

Holding company

An intermediate Netherlands holding company which is holding shares of a subsidiary located outside of The Netherlands.

The benefits:
– The participation exemption allows for dividends received from any foreign participations to be exempt from corporate income tax.

The same exemption rules that sales of shares of foreign participations may be exempt from corporate income tax.
– The low withholding tax of Netherlands accrued dividends paid to a foreign parent company by a Netherlands holding.
– Various tax treaties under the EU parent – daughter company directive.
It is also possible to financing and royalty activities with your Netherlands holding company.

Finance company

In the Netherlands, there is no withholding tax levied on interest. A finance intermediary with the purpose to provide intra-group financial transactions, inter-company loans for example. This company may lend or borrow funds within its group of companies (internal leveraging). The Dutch tax paid and received on the interest, related to the loans can be reduced to nearly nil, as the paid interest can be deducted from the received interest.
Again, a small taxable spread is taken into account for the income tax.

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Company types in the Netherlands

Foreign entrepreneurs interested in opening a business in the Netherlands have to decide on the entity type to suit their needs. Our Netherlands-based company formation agents can assist you in selecting the correct company type. The Netherlands company act allows foreign and national businessmen to operate the following entities:

  • private limited company (BV),
  • public company (NV),
  • foundations (Stichting)
  • associations or cooperatives,
  • general partnerships.

Foreign entrepreneurs may establish a solitary proprietorship, foreign companies may open a branch office in Holland

The Dutch BV, private limited company

The private limited company Dutch BV is commonly employed by entrepreneur investing in the Netherlands. The Dutch company act is renewed, therefore a Dutch BV no longer requires a minimum capital deposit. On shareholder is the minimum requirement for a Dutch BV, the liability is limited to the capital deposited.

Public company in Netherlands

The Netherlands public company or NV is the most popular legal form for companies whom shall be listed in a public Stock Exchange. The capital requirement for the NV is 45,000 euro.

Dutch foundations

The Netherlands is an interesting destination for the opening of a foundation. A Dutch foundation is established in a relatively similar manner as a Dutch BV, a deed of incorporation at a public notary forms the legal entity. The Dutch Stichting may be used to minimise tax.

Associations or cooperatives the Netherlands

Associations usually are established as non-profit entities, not required for registration at the Dutch chamber of commerce. Cooperatives are characterised as associations which pay dividends directly to the members.

Partnerships in the Netherlands

The partners of a general partnership can be jointly held responsible for the full liabilities of the partnership, while severally accountability may apply under normal circumstances regarding the company’s obligations and debts. The limited partnerships in the Netherlands consist of a general partner and a silent one.

 

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Set up Dutch BV company

The Dutch Besloten Vennootschap (BV) a limited liability company (Besloten Vennootschap beperkte aansprakelijkheid) is the most popular legal entity in the Netherlands. The Dutch BV may be compared directly with the American Limited liability company and the German UG or GmbH Considering the new amendments to the Dutch Company Law, the procedure for incorporation if a Dutch BV is now highly simplified, reducing the costs related to a company formation in Holland greatly. The Dutch BV is also the most common type of company structure for setting up a holding company in the Netherlands.

Requirements for opening a Dutch BV

The Dutch Limited may have founding members which are (foreign) companies or individuals. The Dutch Company Law allows the BV to be formed with one director who may be the shareholder as well. The main advantage of a Dutch BV company is a share capital of €1 minimum.

The main requirement for a Dutch limited liability company is to have a local Netherlands registered address.

The public notary will draft the articles of association. The official documents are in Dutch, they should contain information on the management board, shareholders, the companies business activity, the share capital and registration address.

The main steps of registering a Dutch BV

After drafting the articles of association and the formation deed, the procedure for registration will start.

– reserving the company name,

– submitting the statutory documents and deed of incorporation

– registering in the commercial registry of the Netherlands

– registering with the tax authorities,

– registering with the social security authorities.

BV Incorporation FAQ

Can I incorporate a BV remotely?

Yes. Foreign entrepreneurs may incorporate a Dutch limited company without having to visit The Netherlands, this can be done by granting a power of attorney to our staff. A slightly different procedure is conducted in this case.

Can anyone set up a BV no matter where they are located?

Yes. The Netherlands is a country open to foreign investors. Any person of any nationality may become a shareholder of a Dutch Limited Company.

Can I open Dutch Bank Account?

Certainly, our company will guide you in opening a Dutch bank account.

Do you assist in ongoing company management?

Yes, our a company can assist with managing your company, providing assistance for ongoing activity of your Dutch BV: company management, accounting, local substance.

 

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How to open a company in the Netherlands

We are company formation agents based in Rotterdam, the Netherlands. If you are interested in registering a firm in the Netherlands and start doing business in this country, please contact us right away for prices, conditions, and paperwork. We offer you the possibility to be assisted by our representatives who will help you start your business as soon as possible. We can assist you to open a company in the Netherlands.

TYPES OF LEGAL ENTITIES

A Dutch B.V. (Limited Liability Company) is registered with a minimum capital of €1, in line with the recent amendments in Company Law. It is necessary to establish a Governing Board and Headquarters in order to satisfy the “substance” requirement laid out in the national regulations. To incorporate a Netherlands BV company takes about 3 working days, however, there is an expedited process to incorporate in 1 working day instead.

If you wish to incorporate a Dutch B.V. with the intention to register a future Holding, you will need a local trust for assistance. You can order such services at Intercompany Solutions.

General Partnership is suitable for companies of at least two partners with identical economic objectives united under one name. All partners have unlimited liability with respect to the entity’s debts. Each partner has a share in the profits and, in contrast to the Dutch B.V., is not obligated to deposit a minimum capital. In case of outstanding debts that cannot be repaid with company funds, the creditors may take the personal assets of any partner.

The Limited Partnership is a different form of business relationship between two or more partners. One of them, the general partner with unlimited liability, is responsible for the management of the company. The other partner is “silent”, delivers capital to the company and his liability is limited to the contributions he makes.

The Professional Partnership includes at least two partners, each of them responsible for his own claims. This type of entity is more suitable for exercising a specific profession, rather than for business operations.

The Public Liability Company is appropriate for substantial investors and needs a minimum capital of € 45 000. The Board of Shareholders makes the management decisions, while the Managing Board is responsible for the day-to-day operations of the business.

Foreign companies planning to open a Branch / Subsidiary in the country have to provide the new entity’s capital (for Dutch Subsidiary) and are liable for the entity’s activities (for Dutch Branch).

HOW TO OPEN A COMPANY IN THE NETHERLANDS?

In order to register a company, you need to prepare and submit the following documents: memorandum of association, specimens of signatures, specific registration forms and copies of the personal identification documents of all partners and managing directors. The setup procedure requires a notary to sign and analyse the acts. You also need to open a bank account in the Netherlands. Furthermore, after the registration, you need to hire an accountant.

Our team provides accounting services in the Netherlands and other EU countries.

COMPANY REGISTRATION STEP-BY-STEP

Prior to registration, you need to check at the Dutch Chamber of Commerce whether the name of the company you want to open is unique. If so, you can reserve the name and request a certificate. Then you have to deposit the capital required for the particular entity via a Dutch bank account. After that, you can legally notarize the entity’s document of incorporation, prepared and signed by a notary.

All paperwork related to the newly established company needs to be forwarded to the Chamber of Commerce. You will receive a registration number in several hours if you deliver the documents in person. In case you send them by post, the procedure can take a week. An announcement of the successful registration will be published in the Government Gazette (Staatscourant); this is a responsibility of the Chamber.

Then you must obtain a tax number by submitting a form to the respective local authorities. The registration for income tax requires a separate form. The forms can be obtained either from the Dutch tax authorities or their official websites. They must be filled in with the details of the company and its members.

After completing the registration of your company in the Netherlands, you need to secure the services of an accountant in charge of taxes, audits and other financial matters.

In case you need a lawyer our agency can refer you to a local attorney for legal assistance with respect to your business operations. We can also make arrangements for a lawyer in another European country if you wish to register a company elsewhere in the EU.

ECONOMIC BACKGROUND OF THE NETHERLANDS

The Netherlands attracts foreign investors with its industrial and economic stability. The most developed branch in the country is the food sector. For the past decades, millions of traders from abroad have opened companies in the Netherlands supporting the sustainable growth of the national economy.

A third of all foreign investors open private companies mainly in the field of manufacture. Nevertheless, the industries of electrical machinery, engineering, construction, petroleum, chemicals, online business and IT are also thriving. The Netherlands is attractive for setting up a company thanks to its good relationships with many countries worldwide, including Belgium, Germany, France and the United Kingdom.

 

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