Sometimes entrepreneurs set up a company, but later find out they chose the wrong sector, didn’t invest enough in certain projects, went down a wrong road or simply underestimated their capacity for success. There are other factors that can lead to the demise of a company, such as incorrect business practices or personal problems. In such cases it can be wise to consider selling a company, because there are many business owners out there who might have the right expertise and experience to make the company successful. This is why there are company takeovers; as they provide the seller with some capital to start up again and the buyer with a fresh new project. If you would like to invest in a new company, then you need to acquire knowledge of at least some basic topics about company acquisitions. In this article we have outlined these basics.

Different Dutch legal entities

There are a number of different legal business structures in the Netherlands. These structures can be categorized as structures with a legal personality, and structures without a legal personality. Owners of a structure without a legal personality are personally liable for any debt the company incurs. Structures with a legal personality have to be drawn up and amended by a civil law notary. These structures are not personally liable for the debt of the company, bar some exceptions. The sole proprietorship (eenmanszaak), general partnership (vennootschap onder firma or vof), professional partnership (maatschap) and limited partnership (commanditaire vennootschap or cv) are business structures without a legal personality.

The private limited company (besloten vennootschap or bv), public limited company (naamloze vennootschap or nv), cooperative (coöperatie), association (vereniging) and foundation (stichting) are business structures with a legal personality. The procedure for taking over a company in the Netherlands depends mostly on the current and desired legal structure. We will describe the different procedures for taking over a company based on the legal structure in the next paragraphs, and also provide some insights on how to find suitable companies. You can also giveexpects some tips regarding what to be mindful of.

Business structures without a legal personality

The sole proprietorship, general partnership, professional partnership and limited partnership share the same basis for takeovers: neither of these structures requires an amendment by a civil notary, unless realty/property is involved in the transaction. This section will first discuss the limitations of a sole proprietorship and the difference between the four types of partnerships. Furthermore, it will explain the steps between potential buyers and sellers first, followed by the official steps necessary at the chamber of commerce.

Please be aware that you are only allowed to have one sole proprietorship in the Netherlands. If you already have a sole proprietorship, then you are not allowed to register an additional one. Instead, you have to adjust the business activities as established within the business register (handelsregister) of the Dutch Chamber of Commerce (Kamer van Koophandel). These changes will need to reflect and include your new activities. Alternatively, you may choose to register an additional trade name instead. In the Netherlands, owners of many sole proprietorships are also ZZP’ers (Zelfstandigen zonder personeel), which can be translated as entrepreneurs without personnel.

A general partnership, professional partnership and limited partnership differs from a sole proprietorship in the sense that the first three may have multiple owners, whereas a sole proprietorship always belongs to one person only. The most important owners are called UBO’s (ultimate beneficial owners). When dealing with either of these, you will need to identify who the UBO’s are of the company you wish to take over and if they are correctly registered as such. Additionally, you may also need to register either yourself or possible business partners as UBO’s at the end of the takeover trajectory.

What to do if you find a suitable company?

Moving forward, this section will discuss the trajectory between buyers and sellers assuming that a suitable company has been found already. If you are looking for information on how to find suitable companies, you may read the tips and tricks for finding a company which are mentioned further in the guide. In order to take over a company, you will of course need to discuss a reasonable price. This price is presented within a sales memorandum, and is based on various aspects of the company such as supplies and the customer base for example. Patents and goodwill may also apply. Subsequently, the sales memorandum will also provide an explanation how pricing is established exactly. A nondisclosure agreement (NDA) may be signed to ensure private information stays confidential.

The negotiation phase

During the negotiation phase you will need to sign a letter of intent. A letter of intent encompasses the duration for which the letter and its contents will be valid, any exclusivity agreements, the valuation methods, applicable law, dispute settlements and more relevant information. Please be mindful, that any agreements within the letter of intent are binding. Be sure to discuss exactly which parts of the company you will take over and if any parts of the company are excluded. If so, you also need to specify exactly which parts these are. All buyers are required to perform a due diligence check. All provided information inside and outside the sales memorandum needs to be verified, based on the accuracy and completeness thereof.

It is advised to research if there is important information which may not be presented within the memorandum, such as liability cases, lawsuits, claims or debts. Once all information is verified, you will need to gauge if the takeover is financially feasible. Examples of financing are also mentioned below in the tips and tricks for finding a company. During the finalization, you will need to sign a takeover contract. The letter of intent serves as the basis for this contract. Once everything is agreed upon, you will need to make an appointment with the Dutch Chamber of Commerce. To this end, you will need to prepare and file a registration form specific to the legal structure you wish to take over during this appointment.

A sole proprietorship requires a different registration form, for example, than a professional partnership. The current company owner also has to confirm that he will discontinue his activities, and that the company will be continued by someone else. This can be done easily by filing a form. There is a separate form for a sole proprietorship and general, professional and limited partnerships. You are required to bring this form with you and submit it to the chamber of commerce during your appointment with them. Intercompany Solutions advises to hire a professional party to help you evaluate the sales memorandum, perform the due diligence and UBO check, prepare the relevant files for the chamber of commerce and advise you during negotiations and finalization of the takeover contract. Our professionals are eager to assist you during this trajectory.

Tips and tricks to find a suitable a company

Finding a suitable company to take over is no small feat. There is a surplus of companies varying by  type, size and industry. Luckily you can simplify this process, by narrowing down the scope of your search with a so-called search profile. This search profile helps you highlight key elements you are looking for in a company. A search profile may consist of, but is not limited to, the following elements:

• Type of industry
• Region
• Type or size of the company
• Stage of the company
• Cost of takeover, cash flow and financing options
• Risks
• Time frame
• Business plan

Type of industry

You may look for a company within your own industry because of familiarity with the subject,  expertise and an already built up network. This is not necessary however; you can choose any industry or sector that you feel drawn to. When trying to establish the type of industry, ask yourself what your expertise and potential within different industries are and which industry you feel most comfortable with. Also make sure that you have at least some in-depth information about the specific industry, or make sure to hire professionals to assist you with certain decisions.

Region

When deciding upon a region you can consider a plethora of factors. Personal factors may be the time it takes you to travel to this location, the quality of the neighborhood and the accessibility of a possible office building. Likewise, some of these can also be applied to your customer base and business network. Other factors may also apply. Is the environment and surrounding area suitable for your industry? Will you need any special permits? Are you expecting a lot of international clients and, thus, prefer a location in close proximity to an airport and hotels? These and other questions are easily answered if you make a list of pros and cons regarding the region.

Type or size of the company

What kind of company are you looking for? An enterprise in the production sector, services or something else? Do you want to import or export goods? Do you want a company with personnel? If so, is there a maximum of employees you are willing to take over? Do you want to do business with consumers or other companies? As you can see, there are many different factors you can take into account. It is important to realize that all companies have strengths and weaknesses, and that there will never be just one company which is a perfect fit.

Stage of the company

Are you looking for a company which you will need to grow, or are you looking for a well-established company that has strong and steady margins already (which is also known by the somewhat undignified term ‘cash cow’)? Additionally, you may also look for a turn-around company. These companies are usually on the brink of collapse and in dire need of change. The price of these companies is usually much lower, but the risk involved is also greater. The effort you will need to put in to stabilize the company is also much more substantial.

Cost of takeover, cash flow and financing options

If you want to take over a company, you will need a source to finance this. The best way is always with existing capital of course, if you want to be safe. You need to think about your budget and what kind of earnings you expect in the future. Are you in need of financing, and if so, what type of financing should you use? Think of bank loans, crowdfunding or investors for example. There are even specialized forms of financing between sellers and buyers, such as seller loans and profit rights. Just make sure the risks don’t outweigh potential benefits. If you are rather new to acquisitions, we strongly advise to hire a professional partner such as Intercompany Solutions who can assist you during every step of the way.

Risks

As mentioned above, you need to think about the risks involved, and what the timeframe for the takeover should be. A common misconception is that turnover, costs and company value have a 100% carryover rate. This is incorrect, as customers may have a personal attachment to the previous owner. Thus, it is not guaranteed that these customers will stay if ownership changes. Additionally, any change you implement in the company may also directly impact performance numbers. It is advised to pay special attention to the operating budget and substantiate which parts will be profitable in your new situation. Since a sole proprietorship is essentially an agreement between the owner and the customer, you will also need permission from the customers to use their information. This is due to them factually entering a new agreement with you as a person, and not as a legal business personality.

Business plan

A business plan can help you identify the strengths and weaknesses of both you as an entrepreneur, the company you would like to acquire and if it’s a match. Concluding, it will need to answer the most important question: whether taking over and running the company is feasible. When taking over a sole proprietorship, you may not be charged any VAT. Consequently, you will start paying income tax based on the profits of the company. Intercompany solutions can provide you with a database of companies for sale and help you create an optimized search profile. We can also identify whether you are eligible for tax breaks, such as self-employment and starters deductions and advise which type of financing is most beneficial for your situation.

The acquisition procedure

Every corporate takeover starts with a merger proposal. This proposal must be deposited within the commercial register (handelsregister) and stay there for a minimum duration of six months. The merger proposal should contain information about the legal structure of the companies, their name and location and what the new management formation will look like. A notary may amend the merger proposal, if certain complaints or objections have been filed within six months after depositing the proposal within the commercial register.

Large companies are subject to an additional set of rules and require permission (concentratiemelding) from the Authority for Consumers & Markets (Autoriteit Consument & Markt, ACM), if they wish to take over another company. The cost of requesting this permission from the ACM is around 17.450 euros. The ACM may deny permission, if the company takeover may influence the competition negatively. Companies may then offer a proposal how to minimize negative effects related to the takeover. If this proposal is denied, companies may apply for a permit application (vergunningsaanvraag). The costs for this permit application are an additional 34.900 euros.  Companies will need to request permission from the ACM, if:

• The combined global annual revenue exceeds 150 million euros, and
• At least two of the companies have an annual revenue of at least 30 million euros or more within the Netherlands

Additionally, healthcare providers are subject to even stricter rules in order to keep these facilities accessible for everyone. Takeovers within the health care sector must request permission from the ACM, if:

• The combined global annual revenue exceeds 55 million euros, and
• At least two of the companies have an annual revenue of at least 10 million euros or more within the Netherlands

Finally, pension funds are also subject to different rules. Pension funds must request permission for takeover from the ACM, if:

• The total gross worth of written premiums in the previous year exceeds 500 million euros, and
• of this amount at least two of the companies have received a minimum of 100 million euros from Dutch residents

There are a number of different ways in which a takeover can take place. These are, but are not limited to: shares, assets and mergers.

Shares

Takeovers by shares consist of a full offer, partial offer, tender offer and mandatory offer. A full offer is the most common type of public offer within the Netherlands. Within this offer, the acquisition encompasses all issued and outstanding shares. A partial offer is aimed at only acquiring a part of the issued and outstanding shares, with a maximum of 30% minus one voting right in the general shareholders meeting. These offers are often used to disrupt public offers of competitors.

Tender offers will ask shareholders to sell their shares at the price and amount asked by the buyer. This amount may not exceed 30% including a minus one vote. The highest price accepted by the buyer will be paid to all shareholders who wish to sell their shares in this fashion. A mandatory offer is issued by the EU/EEA, when a person or legal entity obtains more than 30% of the voting rights in a company. Shares will be sold for a price based on the highest price paid one year before the announcement of the mandatory offer, or directly before the offer is completed.

Assets

Assets and liabilities may also be sold to the buyer. In this example, shareholders are paid for the distribution of the company’s assets. In general, this type of sale has to be approved by a majority of the general shareholders meeting. This option is interesting if there are tax or legal barriers involved with public offers, or if the buyer only wants to buy specific parts of the company.

Mergers

Companies can only merge if they have the same legal structure. A merger can result in the shares of either company disappearing into the other and being reissued or in the formation of a new legal entity altogether. Usually these kinds of mergers require an absolute majority of the general shareholders meeting, or at least two third of the votes.

Intercompany Solutions can assist you with professional advice and experience

Taking over a company requires a stable and realistic outlook, plus you will also need to be very familiar with various Dutch laws and regulations regarding company acquisitions. If you are interested in the possibilities for you or your existing company, feel free to contact us anytime. We can assist you during every step of the process and are happy to answer any question you might have.

Intercompany Solutions can also assist with the accounting requirements and due diligence for corporate takeovers.

Also take a look at our complete guide for starting a business in The Netherlands.

Sources:

https://www.kvk.nl/advies-en-informatie/bedrijf-starten/een-bedrijf-overnemen/een-bedrijf-overnemen-in-6-stappen/

https://business.gov.nl/regulation/mergers-takeovers/

If you are planning to establish a branch office in the Netherlands or are otherwise interested in starting a Dutch company, you will need to follow some standard steps in order to realize this goal. One of these steps entails registering your company or branch office with the national tax authorities. This will enable you to send invoices to customers, pay and receive VAT and all other financial activities that are tied to owning a business. You can find some interesting facts about the Dutch Tax Authorities in this article, as well as practical information about the registration procedure and Dutch taxes.

The Dutch tax system

The Netherlands is well known for being a country with a very competitive tax system, that actively stimulates (foreign) entrepreneurship and investors. Especially globally trading multinationals, since the Dutch tax regime allows for a smooth transition into doing business with the entire European Union. Even though the tax rates and obligations concur with the standards of the EU, the Dutch are nevertheless known as competitive innovators that always try to facilitate healthy business opportunities. Thus, the corporate tax rates are relatively low compared to many neighboring countries.

Next to the national tax regime, the Netherlands is also part of a very large tax treaty network. The country has bilateral tax treaties with a staggering amount of more than 90 different countries. This provides Dutch tax residents with an extensive amount of benefits, since it makes it much easier to do business internationally and especially within the European Union. Due to the fact that the Netherlands is an EU Member State, you enjoy the perks of free trade and movement within all Member States.

Benefits and features of the Dutch tax system

The Dutch tax system offers several positive features for your business abroad, such as:

• The aforementioned EU membership including free international trade of goods and services
• In the case of the absence of a tax treaty with a certain country, you benefit from unilateral taxation relief
• There is no withholding tax on royalty payments and outbound interest
• The participation exemption regime
• The fiscal unity regime
• The so-called Dutch ruling practice, which allows for certainty in advance regarding future investments and transactions
• Certain facilities for loss compensation in the case of tax losses

Which taxes do you have to pay in the Netherlands?

If you plan to set up a business in the Netherlands, you will have to pay taxes just like in any other country. In Holland you pay tax on income, assets and wealth. In the Dutch tax system the different types of income are divided into three separate boxes with their own specific rates:

1. The taxable income from profits, employment and owning real-estate, such as wages, pensions, social benefits and the ‘WOZ’ value of your home
2. The taxable income from substantial interest
3. The taxable income from savings and investments

If you happen to be a non-resident taxpayer, then you might be eligible to claim a basic allowance in Box 3 when you determine the benefits from certain investments and savings that are based in the Netherlands. This might lower the tax rate in specific situations. In the Netherlands, taxes are withheld every month from the salaries of all employees. Once a year ends, tax returns are filed in order to declare the exact amount of income and assets. Any discrepancies are then cleared up, and you receive a final tax notice with the amount you either have to pay or receive. Often the amount that was withheld during the previous year is mostly correct.

Various federal taxes in the Netherlands

In the Netherlands, the national tax legislation is in the hands of the Ministry of Finance. The Dutch Tax Authorities levies and collects all obligated taxes. This includes income tax, corporate tax, inheritance tax, gift tax and transfer tax. Next to charging individuals directly, the Dutch government charges various indirect taxes too:

• Environmental taxes
• Consumption taxes
• Value-added tax
• Import tax
• Excise duty
• Taxes for legal transactions such as buying property
• Taxes on cars and motorcycles
• Tax on heavy goods vehicles

Dutch VAT (BTW)

BTW (which means Belasting Toegevoegde Waarde) is the Dutch equivalent of value-added-tax (VAT). This sales tax always applies when you sell or buy services or goods. The Dutch VAT system has three preset tariffs:

• The general rate of 21%, which is also named the high tariff and applies to almost all regular services and activities
• The low tariff of 9%, which applies to the sale of most common products such as food, books, medicine etc. You can find a more extensive list in this article
• The 0% rate, which applies to certain goods and services that are completely exempt from tax. This can entail international activities within the EU for example and other activities related to cross-border transactions.

Who needs to pay taxes in the Netherlands?

In general, all Dutch residents are obligated to pay taxes. This includes employees, company owners and investors. Your personal circumstances can tell you whether you qualify as a Dutch resident or not, so you will need to define your position in the Netherlands if you want to know the exact amount of taxes you need to pay. This can include whether you are residing in the country or not, where you work and where your home and family is situated. There are roughly four categories you can fall under, which we will describe below.

1.      Resident taxpayers

If you can be considered as a resident taxpayer in Holland, then you will have to pay taxes on your entire worldwide income. Hence, it doesn’t really matter where your income comes from in this case; all taxes should be paid to the Dutch Tax Authorities. All varieties of income (such as employment, business income and investments) are seen as taxable.

2.      Non-resident taxpayers

If you are not a resident taxpayer, you will not have to pay taxes on all income, just the income that can actually be levied in the Netherlands. This can include income from employment, if your employer is a Dutch company. But also business profits, certain benefits, being part of a shareholding and also income from owning Dutch real estate. In some cases, income that you earned outside the country may also be taxable.

3.      Qualifying non-resident taxpayers

You fall under this category if you don’t live in the Netherlands, but pay taxes on most of your annual income. This generally applies if you are a resident of an EU country, an EEA member state, one of the oversees municipalities of the Netherlands or Switzerland. In this case you are obligated to pay Dutch taxes on more than 90% of your total worldwide income. The beneficial part is that this also allows you to enjoy benefits such as tax deductions and tax-free allowances.

4.      Partial non-resident taxpayers

You can be considered a partial non-resident taxpayer if you come to live and work in the Netherlands and are also eligible for the 30% ruling benefit for incoming employees. In this case the Dutch Tax Authorities will see you as a non-resident taxpayer regarding income tax. If you choose this option, you will have to pay less taxes in the Netherlands. This will exclude you from certain benefits though. To be 100% sure about your situation, we advise to ask a specialist about the best option for you. Intercompany Solutions can tell you everything you need to know.

Corporate tax rates in the Netherlands

All companies established in the Netherlands are subject to Dutch corporate tax. Since 2021 a rate of 15% applies if the yearly taxable amount is 245.000 euros or less. If you make more profit than 245.000 euros, a corporate tax rate of 25% applies. In some cases, you can apply for an exemption in order to be able to access lower tax rates. Non-resident companies have a limited tax liability regarding income from Dutch sources. If you also supply goods or services from the Netherlands, you will have to charge VAT as well. You will have to declare the VAT charged four times per year (quarterly) whereas the corporate tax declaration is sent once per year.

Import and export of goods in the Netherlands

If you choose to establish a company or subsidiary in the Netherlands that imports and exports goods from all over the world, you will need to take into account that you will have to pay both import duties as well as VAT. This is especially so when you are importing goods from outside the EU. In special cases, you might also have to pay several other levies such as consumption tax and excise duty.

Import duties are taxes that are levied on goods that are imported into the Netherlands. The Dutch Tax Authorities collect this duty and the transfer the collected sums to the EU. The Member States can also retain a part of the import duties, in order to cover the costs for collection. If you import goods from a Member State, then you don’t have to pay import duties. You will still have to pay VAT though. The VAT rate in this case will be the same as the Dutch VAT rate that applies for the specific services or goods.

If you choose to import or export excise goods, then you will have to pay excise duty. Excise goods are products such as tobacco and alcoholic beverages. If you import non-alcoholic beverages, you will have to pay consumption tax. There are some other extra levies that prevent certain products coming on the European market for very low prices, this entails (amongst others) levies on certain industrial and agricultural products.

Tax liability in the Netherlands

If you own a corporate entity that is established in the Netherlands and also resides there, you will basically always be subject to Dutch corporate income tax. If you own a branch office in the Netherlands of an otherwise foreign company, then you will also be subject to corporate income tax as your company has an establishment in the country. Non-resident corporations that have branches in the Netherlands don’t fall under any special rules, nor is there any special tax assigned to these. There is however no Dutch tax imposed on the remittance of profits by the branch office to its head office in the country of origin.

The tax liability is limited to profits made by a branch office that qualifies as a permanent establishment. This means, that activities of a more supporting or auxiliary nature are exempt from the definition of a permanent establishment. Thus, these are not subject to Dutch corporate income tax. Therefore, Dutch branch offices and subsidiaries are inherently treated the same as any other Dutch owned company. Your Dutch branch office will be subject to all taxes on your worldwide profits and other capital gains, if it is either incorporated in the Netherlands or controlled from the Netherlands.

As a foreigner, it can be quite complicated to simply dive into all the tax rules and regulations in the Netherlands. It is always best to seek help from a professional in order to know exactly where you stand and what your obligations are. If you don’t pay taxes, file incorrect declarations or withhold information, this can result in very hefty fines for you and your company. We therefore always advise to seek professional assistance when you are planning on establishing a Dutch company, subsidiary or branch office. Intercompany Solutions can help you during every step in the entire process.

Read here for more information about accounting requirements in The Netherlands.

Intercompany Solutions can register your company in the Netherlands

If you want to register your company with the Dutch Tax Authorities, you will first need to register your company at the Dutch Chamber of Commerce. We follow a fixed procedure for every new company, you can find more information about the way we work in this article. Once your company has a Chamber of Commerce number, you will automatically be registered with the Dutch Tax Authorities as well. If you have any questions or would like to receive more information, please don’t hesitate to contact us.

Many established foreign businesses in the Netherlands are focused on trade. This is no coincidence, since the Netherlands is a European Union (EU) Member State and thus, has full access to the European Single Market. That’s not the sole reason though, since the country also has many international trade agreements that facilitate swift import and export options to all corners of the world. Add the excellent infrastructure and a highly developed logistics sector, and you have a perfect base for your import & export business in the Netherlands. We will cover various topics in this guide, such as establishing a Dutch business, more information about the import and export sector and all the relevant applicable laws and regulations.

Why choose a business in trade?

Why choose the import & export business? Often the market in certain countries is limited. Not all countries benefit from good access to trade, lack solid means of transportation and/or infrastructure, or are otherwise shut out from certain markets such as the United Kingdom after Brexit. But it is fairly straightforward to jump into this market via a different country like the Netherlands, because exporting is easier than you think. During the past few decades plenty of options have become available, such as drop shipping in all countries and holding oversees stock, for example. You can start your entire company from oversees, as you can literally arrange everything from a distance nowadays.

We have outlined in this article what you should consider, when taking your first entrepreneurial steps across the border. From export restrictions to customs regulations. To ensure that your business border crossing does not turn sour, we can advise you on your export and import projects. The internationalization of society offers many different possibilities nowadays, including several national and international support programs for market entry, market processing and a new business abroad.

Import & export from abroad

In the past centuries it would have been entirely impossible to establish a trade business from afar. Nowadays, almost everything is possible via long-distance. It doesn’t really matter where you live this moment; if you have internet access you can establish a trade company in the Netherlands, because that is everything you need. Next to being able to trade withing the Netherlands, you will also have access to the entire European Single Market and plentiful possibilities to trade worldwide.

Both import and export have been substantially simplified in the EU, as all goods and services can cross any border within the EU free of charge. This doesn’t only imply that you don’t pay any customs fees, but you also save time due to the fact that your shipments don’t have to be accompanied by a large array of documents. Doing business with non-EU countries also offers many opportunities, as the Netherlands has made beneficial trade agreements all over the globe. The Netherlands holds a very strategical position in the world of trade and logistics. If you want to start a business in this sector, you can benefit from all its resources.

Distributors

If you want to compete with other similar entrepreneurs, you must constantly ensure that you buy the necessary precursors in the necessary quality from reliable suppliers at the best possible prices. If you would like some assistance in that regard, we can help identify solid suppliers and check their creditworthiness and performance. We can also advise you with large procurement transactions and their corresponding tax settlements. Due to the very large amount of distributors and drop shipping agencies, it can be tricky to distinguish between sensible and shady companies. It’s advisable to find an associate to help you with such practicalities.

Market analysis

An overview of sales and the competitive situation in a target market is at the top of the toolbox of an exporter and an exporter. You will need stay informed at all times, because prices, rules and laws in this sector change constantly. Every delivery of goods or services across each border is recorded statistically worldwide. We know how for example how many kilos of cheese the Netherlands has exported, how many drills Brazil imports or where Belgium supplies its baby food. You will need to focus on various subjects and take important factors into consideration, such as:

• Customs and import regulations
• Other import duties
• Packaging regulations & designation of origin
• Accompanying documents
• Species conservation

We will discuss all these subjects briefly below, so you have an idea what you are up against. This will also provide you with some insight regarding your possible potential within this sector and its worldwide market, plus; whether you have anything beneficial or original to add. It’s a highly competitive market that involves a lot of persistence and up-to-date knowledge in order to succeed.

Import regulations

The international trade of goods and services is subject to the import rules of the EU. Capital imports are not subject to foreign exchange restrictions; foreign equity investments in domestic companies are therefore fully possible. Please keep in mind that there are of course certain exemptions, such as soft drugs and other specific products and services. In the Netherlands, the sale and consumption of so-called 'soft drugs' is known to be tolerated. Under EU law, these fall into the category of medicinal products and narcotics and are excluded from the free movement of goods in the European Union. The import of medicinal products and narcotics into the individual Member States is only possible through competent authorities.

Customs regulations

The Netherlands is a Member State of the EU. This means that the provisions of intra-Community trade in goods or products from other EU Member States have been in force since the country became a member. Transactions between companies that are entitled to deduct VAT and have a UID number are made with a VAT rate of 0%, since the acquisition is subject to the import VAT of the receiving State. In other words; you don’t pay any VAT at all within the entire EU. Sometimes you might need to pay special tax though, such as excise duty.

Other import duties

If you want to import special like as alcoholic beverages, you need to take into consideration that certain goods are subject to import tax such as excise duty. These need to be paid by the company that imports these goods, or a fiscal representative of this company. The payment of these taxes (“accijns”) also needs to be reported to the Dutch Tax authorities on a periodical basis.

Packaging regulations & designation of origin

The packaging and labelling requirements for food and beverages, as well as for other products, such as washing powder, children's toys, wallpaper, paper, mattress fillings, preservatives, dyes and other additives are generally contained in the Dutch Trade Law and the related special regulations. There are also some EU-wide rules on packaging and product labelling.  In the Netherlands, the ‘Nederlandse Voedsel- en Warenautoriteit’ authority monitors compliance with legal regulations and standards in various areas. Its control area includes food, consumer products, energy certificates, as well as plant and animal welfare and non-smoker protection.

Accompanying documents

If you trade within the borders of the EU, then the amount of necessary shipping documentation will be limited to standard items such as a packing slip and accompanying invoice. For special goods or materials you might need safety documentation and other necessary material for safe and legal transportation. If you want to start an import and export company in specialty goods, we strongly advise you to inform yourself about specific regulations covering these items. This to make sure you comply to all the laws and regulations.

Species conservation

The Netherlands is part of CITES (the name for the Convention on International Trade in Endangered Species of Wild Fauna and Flora), also known as the Washington Convention. Imports or exports of endangered species and plant species listed in the Convention to and from the European Union, are subject to strict customs controls. Many species or products from these animals require identification and/or import documents. Not only live animals and plants are categorized, but also preparations and products from these animals, such as their eggs, jewelry and souvenirs made of ivory, leather bags (crocodile), claws, teeth, skins, turtle shells, snake skins and related items of natural origin. Given the sometimes difficult classification for laymen as to whether a species or a product is subject to documents, it is certainly best – to protect endangered species and avoid seizures and possibly large fines on importation – to refrain from buying such souvenirs.

Otherwise, precise information on the necessary accompanying documents (CITES papers) should be obtained before departure. If a seller or buyer states that the offered flora or fauna is either not subject to the rules laid out in the Convention on the Protection of Species, or that the accompanying documents submitted by the dealers are sufficient, should never be relied upon, even in good faith. Tax and customs law issues require precise clarification.

Financing export activities

You need to take into consideration that a trade business takes a lot of time and effort to sustain. Unless you are able to hire qualified personnel who will handle daily business activities, we suggest you map out potential risks involved. Especially when doing business across the border, upfront costs and risks should not be underestimated. National banks, export funds, control banks, AWS and private export insurers have many answers to questions about financing, hedging of export transactions and direct investment.

Start-up aid for exporters & export subsidies

If you are just at the beginning of starting a company, our experts can take a close look at your idea and check if you might have access to any subsidies or tax benefits. We can also check whether you are sufficiently prepared for your project, help in assessing chances of success and define target groups and test markets with you. The goal is to transform your business idea into a strategy with minimum risks involved. We have an overview of all support measures and can help you make sure that you can benefit from all possible options.

Intercompany Solutions can assist you in setting up a trade company

If you are contemplating a starting a business in the Dutch import and export sector, we can assist you during various steps in the process, such as:

• Export processing and export documents
• Professional import/export advice
• Advise you on customs procedures
• Informing you about export regulations and export control
• Help you determine the origin of your export product
• Financial and fiscal advice and services

We can also help you with other general issues, such as company registration, acquiring a VAT number and opening a bank account. Please feel free to contact us anytime with your questions, or if you would like to receive a personalized quote.

With worldwide lockdowns and infrastructural restrictions, it proved to be very tough for many companies and entrepreneurs to keep operating on a normal scale. In the UK specifically, Brexit also makes business as usual very difficult. Due to Brexit, companies in the UK can no longer profit from the free movement of services and goods that is inherent to the European Union. Instead, they now have to comply to almost 30 different VAT rules that differ per European country.

This has already led to an increase of companies looking to settle in the Netherlands in the past few years and that amount keeps rising. Even during Corona times, the Dutch offer a stable economic climate and unrestricted access to all the benefits of being a member state of the EU. If you are currently having difficulties keeping your company afloat due to Brexit restrictions, it might be an excellent idea for you to consider opening up a branch office in the Netherlands, or move your company entirely.

Companies afflicted by Brexit and Corona

During the past year a lot has changed. Next to the UK finally exiting the EU, Corona hit the world which resulted in several strict measures in various countries. Especially for UK companies this coincidence of events resulted in companies and entrepreneurs failing to meet deadlines, provide services or ship goods over the border. The EU and UK came to a trade agreement, but the freedom of movement that accompanied being a member state of the EU is sorely missed. 

The amount of paperwork most businesses have to fill out just to ship goods is substantially higher, leading to shipping delays and problems at the border. The UK government has therefore advised many company owners to open subsidiary offices in EU member states, such as Ireland and the Netherlands. A lot of companies already made this decision and thus, now operate within the borders of the EU again.

Benefits of a branch office in the Netherlands

If you need a safe haven to be able to run your business activities as usual, the Netherlands is a perfect fit for companies originally based in the UK. Next to being close in proximity, the Dutch offer a wide array of possibilities and benefits for entrepreneurs. The economic climate in the Netherlands is still very stable. There are hundreds of companies already making the move according to the NFIA, mostly because Holland is strategically perfectly placed for internationally oriented businesses, 

The Dutch have made a very positive name for themselves, being open and welcoming to foreign companies and investors since centuries. The Netherlands offers innovation and groundbreaking work in many fields, such as public healthcare, technology, IT infrastructure, agriculture and also in more artistic fields such as design and marketing. If you are into technology and gadgets, your company will flourish with many interesting cooperation possibilities and a wealth of acquirable knowledge and information.

If you want to open a branch office and hire personnel, you will find high-quality employees easily. The Dutch are in general bilingual, sometimes even trilingual and also very computer savvy. There are also plenty of expats residing in the Netherlands, if you prefer someone who speaks native English or has a certain professional affinity with your services or products. 

How can you open a subsidiary office in the Netherlands?

Many entrepreneurs worry that the whole process of establishing a subsidiary company or a branch office in the Netherlands is a tedious and difficult task. If you plan to do it alone, it can be indeed tricky. You will need to obtain a vast array of documents and take the right steps to register your company correctly, in order to also obtain a VAT number and a bank account. You will also have to get the necessary permits, since the UK is no longer considered a part of the EU and this complicates registration a bit. 

Then there is also the question of the preferable legal entity you want to choose, which depends on several factors. You will need to know the (expected) amount of profits in the foreseeable future, how many people you plan to employ and the amount of directors or partners involved. If you want to know a bit more about legal entities, you can find some in-depth information on this page.

Intercompany Solutions can register a subsidiary office for you in just a few days

If you really want the job well done, we always advice to hire a professional company to fill out the forms and do the work for you. Intercompany Solutions has many years of experience in establishing and registering foreign companies in the Netherlands, meaning we can take care of the entire process from A to Z. You can contact us for more information, or look at our website for more information about the process.

Have you ever considered starting a company in the Netherlands in the soft drug industry? Then there are a lot of things you should know beforehand, as you otherwise might be confronted with the risk of criminal charges. The sale and possession of drugs is technically a criminal offense by law. In order to reduce the illegal production, consumption and sales of hard drugs, the Netherlands has invoked a special toleration policy regarding the sales of cannabis, which includes marijuana and hash. Due to this toleration policy, coffee shops are not persecuted by the public persecution office for selling cannabis.

Coffee shops are companies which are legally allowed to sell cannabis (not to be confused with regular coffee bars), as long as they adhere to the strict rules imposed upon them. Please be mindful that this toleration policy does not apply to hard drugs, and any violation regarding these may lead to persecution. You may find more information regarding soft and hard drugs in the Dutch Opium Act. Furthermore, the public is not allowed to carry more than five grams of cannabis at any time, and will not be persecuted if they carry less than five grams. Public consumption may be prohibited by municipalities though. Consumption of cannabis in these prohibited areas may result in arrest, confiscation of drugs and also punishment by fine.

Looking to start a company in The Netherlands? Read further.

Gedoogverklaring

To open a cannabis company you will generally need a “gedoogverklaring” (which is a tolerance statement) and an operating license for the catering industry (“horeca”). The tolerance statement is based on a maximum quota of coffee shops which are allowed within that municipality. This amount varies from municipality to municipality. Many of these quotas have long been met, which makes it impossible to apply for a new tolerance statement. You may, however, choose to take over an existing coffee shop if its owner decides to quit.

Some municipalities have waiting lists for obtaining the tolerance statement. Depending on the municipality, additional conditions may be set in order to apply for the waiting list. These may include, but are not limited to:

• Owning or renting a property feasible for opening the coffee shop
• Having a license for operating within the catering industry
• Having a minimum distance to other coffee shops

Bibob screening

When applying for a tolerance statement, the Dutch government may apply a probity screening under the Dutch Public Administration Act. This act is also known as ‘Bibob’, and serves to identify the possible risk of criminal activities. Under this act the government is allowed to investigate your background and/or that of your company when applying for such a license. If the screening identifies any risks, the government is allowed to deny or revoke your license in order to avoid the government from facilitating criminal activities.

The license for operating within the catering industry and its requirements also vary per municipality. The content of these requirements pertain to the area surrounding your company and usually involve rules regarding safety, decency and public order. These may be, but are not limited to opening times, noise and light nuisance, parking and more. If you already have a municipality in mind, we suggest you look at the specific requirements in this particular area to know what you need to abide with.

Rules regarding cannabis companies

If you want to open a Dutch coffee shop, there are many rules you need to take into consideration. There are special policies regarding coffee shops. The basic rules for all coffee shops are abbreviated under the AHOJGI-criteria. Depending on the municipality though, additional rules may apply. It is the sole discretion of said municipality to identify whether coffee shops are allowed to engage their business activities within the given rules of that municipality.

The AHOJGI-criteria are as follows:

• Coffee shops are not allowed to advertise themselves or their products
• Coffee shops are not allowed to sell alcohol
• Coffee shops (and its customers) are not allowed to cause any nuisance
• Coffee shops are not allowed to sell drugs to people under the age of eighteen
• Coffee shops are not allowed to sell more than five gram of cannabis per person per transaction and may not hold more than 500 grams of cannabis as inventory
• Coffee shops may not sell cannabis to residents other than those from the Netherlands

Other rules may include, that coffee shops may not be in close proximity to schools or other coffee shops, or prohibit them from inhabiting certain areas at all. Furthermore, strict rules regarding accounting, terms of sale and public counter sales may apply. An example of such a rule is that coffee shops may not vendor sales directly to the street.

Stricter rules

In 2013 the Dutch government changed their approach regarding coffee shops in order to decrease the nuisance to the surrounding area, by changing the scope of the coffee shop's focus to the local market. A new rule was introduced on the 1st of January 2013 prohibiting foreigners from entering and buying cannabis at coffee shops. Only Dutch residents are allowed to enter coffee shops and purchase cannabis there. This means, that coffee shops are tasked with identifying whether their customers have Dutch residency and whether they are of legal age to buy cannabis.

Navigating the many intricacies of opening a coffee shop is very difficult. One wrong application may prohibit you from obtaining the needed licenses. Intercompany Solutions can help you identify which municipalities have available tolerance statements, applying for said tolerance statements or waiting lists thereof, fulfilling the requirements of the waiting list, applying for a license to operate within the catering industry, help you with the Bibob screening and many other issues. We can also advise you regarding the rules and regulations of auditing your customers on their residency and age and accounting related matters.

Growing cannabis in the Netherlands

It is currently strictly prohibited to grow Cannabis in The Netherlands. This means that the supply of cannabis to coffee shops goes through an illegal back door, but the sales thereof to the public goes through a tolerated front door (in the coffee shop). The Dutch government has identified that this may cause problems with the acquisition and production of cannabis, which in turn may create problems for the public safety, order and health. This is due to the fact that the production of cannabis is not tolerated, and regulated variation in quality of supplied cannabis may strongly vary.

Individuals may, however, own up to five cannabis plants as this is deemed noncommercial use. However, authorities may confiscate these plants as owning them is illegal, while consumption is tolerated. Owning more than five cannabis plants may lead to persecution. Medical cannabis is regulated through the Bureau of Medicinal Cannabis (BMC) from the Dutch Ministry of Health, Welfare and Sport. Any application to produce medical cannabis goes through this organization.

In 2018 an advisory committee has researched the issue regarding the production and sales of non-medical cannabis and published their findings and recommendations to the Dutch government. In turn, the Dutch government reacted to these recommendations. A decision was made, to do a trial with a closed cannabis supply chain based on the recommendations from the advisory committee. This also contains additions from the government regarding the scope and rules for this trial.

The closed cannabis supply chain

The closed Cannabis Supply Chain is a trial that will run in the Netherlands during 2021, which focuses on the regulated sales and cultivation of cannabis. The government and other (independent research) parties will closely monitor the production, distribution and sales of said regulated cannabis and evaluate whether it is possible and feasible to change the current illegal supply thereof. Based on the recommendations from the advisory committee and additions from the government regarding the scope and rules for this trial, ten municipalities have been chosen to participate in the trial. All coffee shops within these municipalities are required to oblige with the trial. Existing rules regarding coffee shops may be altered during the trial.

Opportunities for new growers

The closed cannabis supply chain opens up opportunities for new growers, as up to ten new growers will be selected during the trial. These people or companies will legally be allowed to cultivate and sell cannabis to the coffee shops, whilst partaking in the trial. Specific rules regarding facilities, quality management, security, record keeping, staff requirements and production estimates will apply for these new growers. Interested parties may submit an application which will be reviewed.

Applicants may be either natural or legal persons, of which both have to be situated in the Netherlands. Cultivation farms need to be located in The Netherlands as well, but are not limited to the participating municipalities. A solid business plan must be presented and will be assessed by all parties involved. Some elements that are required for the business plan are a ground plan of the cultivation site, transportation plan, quality compliance and several other necessary factors in order to adhere to the rules. Additionally, applicants will need a certification of good conduct and undergo a Bibob screening. Intercompany Solutions can help you formulate a business plan adhering to all criteria, which are needed for this assessment and help you with requesting a certification of good conduct. The date for application is not known yet.

Cannabidiol (CBD)

Cannabidiol, abbreviated as CBD, is a substance which can be found in the flower tops of the hemp plant. It can be extracted in a number of different ways and is sold as either oil, capsules, paste, ointment or tea. Unlike cannabis, cannabidiol is legal to buy and sell and does not warrant the use of the toleration policy. As such you can find it in common drug and health stores as long as the amount of THC is below 0,05% and the daily dose of CBD does not exceed 160 mg. Another requirement is that it may not be advertised as medicine. CBD has proven to have multiple health benefits in the last decades, which is why it is being studied and used in order to see whether it might be beneficial to use next to regular medication in many situations. This is a very interesting market that has just come to the surface, it might be worthwhile to research this topic if you have business interests in this particular area.

Production of cannabidiol

CBD is extracted from the hemp plant, which is classified under the Opium Act. In 1999 the Dutch law regarding hemp was adjusted, legalizing the harvest of fiber hemp. This consists of only the seeds and fibers of the hemp plant. Under this law, the production of hemp plants with less than 0,2% THC is allowed for companies which qualify for an exemption from the Opium Act. The production of CBD is illegal, however, as it is not harvested from the seeds and fibers but rather from the flower tops. Since processing other parts than the seeds and fibers from the hemp plant is illegal, companies choose to export these “leftover” parts to countries where it is legal to process them. These countries then extract the CBD from the leaves and create either CBD oil, capsules, paste, ointments or tea.  In turn, this processed CBD is now legal to import and sell within the Netherlands. You can find more elaborate information regarding the production and sales of CBD in this article.

Intercompany Solutions can inform you about all laws and regulations

If you want to participate in the cannabis market, you will need to be informed about all regulations and restrictions in order to pursue the legal road. Any business activities that are considered illegal in the Netherlands might lead to prosecution and, in the worst case scenario, you being arrested. If you want to know more about this interesting market, Intercompany Solutions can provide you with the necessary information and advice to set up your company 100% legally. Feel free to contact us for more elaborate information.

Sources:

https://www.government.nl/topics/drugs/toleration-policy-regarding-soft-drugs-and-coffee-shops

https://www.government.nl/documents/reports/2018/06/20/an-experiment-with-a-closed-cannabis-chain

https://www.government.nl/documents/parliamentary-documents/2018/07/06/government%E2%80%99s-response-to-report-of-the-advisory-committee-on-the-controlled-cannabis-supply-chain-experiments-with-a-controlled-supply

https://www.government.nl/documents/reports/2019/10/31/rules-for-the-experiment-with-a-controlled-supply-of-cannabis-to-coffee-shops

https://business.gov.nl/regulation/public-administration-probity-screening-act/

https://www.government.nl/topics/drugs/documents/reports/2019/10/31/rules-for-the-experiment-with-a-controlled-supply-of-cannabis-to-coffee-shops

The biggest e-commerce giant Amazon has become increasingly popular in the last years. Many starting and experienced entrepreneurs have started selling their goods with their own Amazon store. Since 10 March 2020, Amazon has expanded to The Netherlands. Bringing new opportunities for online vendors to start their business in the Netherlands.

Bol.com is currently the main E-commerce platform

Amazon starts out in The Netherlands 21 years after Bol.com has started its operations. Bol.com had a turnover of 2.8 billion euros in 2019, it has grown over 40% in the first quarter of 2020. In 2019 up to 47% of the turnover was generated by third party sellers and second hand sales through the platform.

Bol.com was founded in 1999 in the Netherlands, as an e-commerce store for books, electronics and gadgets. Currently, it has over 1900 employees and more than 23 million products.

More information about selling on bol.com on its official page. For Amazon Netherlands you can find more information here.

E-Commerce in the Netherlands

The Netherlands is one of the most digital economies in the world, ranking 4th place in Europe as the most digital economy out of its 28 member states. In the Netherlands, E-commerce stores have been commonplace for over a decade. Major retailers include Bol.com, Coolblue and online warehouses such as Wehkamp. Zalando is a German retailers with a big market share in the Netherlands.

Brexit and Amazon sales from the UK to Europe

Since the Brexit has finally entered into effect on 1 January 2021, all logistics between Europe and The United Kingdom has to fulfill increased customs and border procedures. This means additional costs and a longer delivery time for all EU based clients of UK based Amazon stores. This has lead to an increase in requests we have received from UK retailers opening a company in The Netherlands. Selling from the Netherlands to any country inside the European Union avoids any borders, customs, and additional time and effort.

Start with an advantage

Intercompany Solutions can assist you with the necessary VAT number, forming the company, the accounting requirements, VAT filings, and help you with the application as a reseller for Bol.com and Amazon.

Our accounting department is specialized in the accounting for E-commerce and webshops. We have experience with Amazon, Shopify, Bol.com and many more platforms.

Would you like to know more about all the advantages and how to set up your Amazon store in the Netherlands? Contact us now and our consultants will be happy to assist you further!

During the past decade, alternatives to modern medicine have become exponentially popular. CBD oil especially has made quite the impact on society, as a very large amount of different illnesses and symptoms can apparently be alleviated or even cured with CBD oil. Of course this has also had an impact on the commercial market, as a large assortment of companies has been established that promote and sell CBD oil.

If you are interested in opening a business in the Netherlands to distribute and sell CBD oil, however, there are plenty of things you need to know. It is of the utmost importance that your company follows all applicable laws, rules and regulations. Otherwise, you risk a potential chance to be prosecuted for violating criminal law. In this article we have summed up all these regulations, in order for you to be able to make a well-informed decision.

The gray area of the Dutch law system

Certain sectors such as the sale of cannabis and related products fall into a certain gray area of the law. Some activities are not exactly legal, though allowed by Dutch law. In order to not make any mistakes, it is necessary to know which activities are allowed and which are not. First of all, almost everything related to the production of cannabis to extract CBD is not allowed in the Netherlands. The foregoing follows from the notice of the legal department of the Ministry of Health, Welfare and Sport.

What is allowed?

1.     Medicinal use subject to exemption

Correlating legislation:

• International: the Single Convention on Narcotic Drugs and the Convention on Psychotropic Substances;
• National: the Dutch Opium Act, the Opium Act Decree, the Opium Act Implementation Regulation and the Opium Tax Exemption Policies.

Under the Single Convention on Narcotic Drugs, the Office for Medicinal Cannabis (BMC) has the legal exclusive right to import and export cannabis (extracts) and cannabis resin. The Treaty requires this monopoly in order to prevent cannabis from ending up in illegality. If a company, including a customer of said company, wants to import or export these products, this must be done through the BMC and can only do so if the company has an Opium exemption. BMC will then take care of the necessary Dutch documents and transport for a fee.

An Opium exemption?

An Opium exemption is intended for companies or organizations, who wish to carry out activities using the means referred to in the Opium Act. Under certain conditions, this prohibition shall not apply to pharmacists, general practitioners with a joint pharmacy and veterinarians. In addition, the law does not apply to government-designated institutions and persons or institutions that stock such medicinal products for the exercise of medicine, dentistry or for their own medical use under Article 5 of the Opium Act.

What is the purpose?

Potential companies and their customers wishing to import and/or export cannabis for medicinal use should have one or more of the following purposes, in order to obtain an exemption. In accordance with Article 8(1)(a) to (c) and (2) of the Opium Act, the BMC grants an exemption for the following purposes:

• Public health
• Animal health (subdivided into exemptions for police dogs and other such exemptions)
• Scientific or analytical-chemical research
• Instructive purposes
• Trade-related purposes with Our Minister.

The costs for applying for an Opium exemption

An application fee of €1,000.00 is payable for the processing of an application for an Opium exemption. This application fee is also payable for the application for an extension of an Opium exemption if, in the event of a granting, the application would result in a five-year period of granting being exceeded. Simply put; every five years the application fee must be paid once. In all cases, the following applies: there is no right to a refund of the application fee if the customer withdraws an application, if the customer decides not to process the application or if the application is rejected in whole or in part.

In addition to the application fee, an annual fee of € 700.00 is due. The obligation to pay the annual allowance for a new calendar year is always on the 1^st of January of that year. If the customer no longer wants to make use of the exemption, the customer must have notified the BMC in writing before 1 January of the new calendar year. If this notification is omitted or occurs after 31 December of the previous year, the annual fee for the new calendar year needs to be paid.

Import of medicinal cannabis by Dutch companies

Importing cannabis (extracts) also requires an import permit. The customer receives this by filling an application form for an import permit. Upon receipt of the application form, the BMC draws up a contract in duplicate and an invoice for the delivery of the cannabis. The BMC then applies for an import permit. As soon as the import permit is received, the BMC sends it to the foreign company. With the import permit, the company owner can apply for an export permit from the government agency abroad. Once the export license has been issued and the signed contract has been returned, the cannabis (extracts) can be shipped via the BMC. The costs include the costs for applying for the import permit, the costs for the agreement and of course the costs for the transport.

Export of medicinal cannabis by Dutch companies

Exporting cannabis (extracts) requires the following actions and documents:

• 2 original import permits from the foreign company to which the cannabis (extracts) are supplied.
• An application form for an export license.
• Upon receipt of the application form for an export license and the original import permits, the BMC draws up a contract in duplicate and an invoice for the delivery of the cannabis. The BMC then applies for an export license. Once the signed contract has been returned, the BMC can export the cannabis (extracts).
• The costs include the costs for the application for the export license, the costs for the agreement and for transport.

2.     Hemp fiber

When deciding on exemption applications for cannabis pursuant to Article 8(2) of the Opium Act, BMC will apply the following criteria:

Article 8i paragraph 1 of the Opium Act applies in that case: only if the BMC concludes a contract for the cultivation and supply of cannabis will an exemption be granted. Therefore, no exemptions will be granted for the cultivation of cannabis by growers who are going to supply directly to the market. The prohibitions laid down in Article 3(B) of the Opium Act shall not apply to hemp which is apparently intended for:

• the extraction of hemp fiber, or
• the propagation of seed for the production of hemp fiber,

provided that the exception to the prohibition on the cultivation of hemp applies only to the extent that cultivation takes place in open ground and in the open air. These two goals are exhaustive. Hemp is naturally rich in CBD and contains relatively little THC. Therefore, it is legal in many EU countries, provided that the THC content remains below 0.2%.

3.     Pure substance CBD, without the presence of any form of Tetrahydrocannabinol (THC)

This follows from the e-mail from the Legal Affairs Department of the Ministry of Health, Welfare and Sports and Human Services: "The pure substance CBD is not banned in the Netherlands. The Opium Act prohibits the psychoactive component of the cannabis plant from THC. The sale of products without any form of THC is therefore not prohibited under the Opium Act."

So what is actually banned in the Netherlands? The production of cannabis to extract CBD. It is prohibited to do the following things with/to a substance referred to in List I and List II of this Law or designated pursuant to Article 3a(5):

• To bring it within or outside the territory of the Netherlands;
• To prepare, process, process, sell, deliver, provide or transport to grow;
• To have present/own;
• To be manufactured.

The gray area in numbers

Within the EU, only hemp with a maximum percentage of 0.2% of the psychoactive substance THC may be grown. A number of species are authorized by the European Commission (EC). An overview of this can be found here. In theory, selling products without any form of THC should be possible without any problems.

Want to know more about the possibilities?

The CBD business is booming, but you need to know when, how and why you would like to enter this market. If you feel you have enough time to figure out all the rules and regulations and are passionate about the project, you can always contact us for in-depth information about the specifics. Intercompany Solutions is an established partner for foreign companies and investors who want to start a Dutch business. We can help you during every step along the way.

Sources:

• Emberlawfirm
• the Single Convention on Narcotic Drugs,
• the Convention on Psychotropic Substances,
• the Opium Act,
• the Opium Act decree,
• the Opium Act implementing regulation,
• the Opium Act exemptions policies;
• ec.europa.eu;
• farmatec.nl;
• cannabisbureau.nl;
• rijksoverheid.nl;
• drugsinfo.nl.

The United Kingdom has left The European Union and European Economic zone since 1 January 2021.

How does it affect your business? Many companies in The United Kingdom had regulatory access to the European Economic Area. This means that licenses could often be easily passported from the United Kingdom to Europe. Logistics we’re kept relatively simple without extensive customs papers, tariffs or much other hassle.

Optimizing your logistics

Many trading companies and retailers are facing increasing administrative burdens, costs and shipping time for logistics to the European Union.

If you wish to optimize the logistics for your firm, it might suit you to open a European subsidiary or trading company.

This can be accomplished for example, by setting up a subsidiary in the Netherlands. The BV company is the UK Ltd. Equivalent. It’s shares may be held by UK private persons and corporations.

Brexit and The Netherlands

Amsterdam has had increased interest for UK based companies to relocate. The mainland access to Europe, the highly educated and bilingual staff (fluent in English) and high education levels of The Netherlands provide for an excellent home base.

Brexit has harmed UK Exports

According to a report from Baker Mckenzie in 2017. Some industries such as the automotive industry already faced severe decreases in exports to The European Union, of up to 16,5% in 2016. Shortly after the Brexit referendum. 

As of 6 February 2021 the Irishexaminer posted: ”Britain’s trade with the EU has been hit by higher costs, delayed shipments and reduced freight volumes since the new economic relationship started on January 1”

The economic impacts on export are clearly not favorable for exporting businesses in The United Kingdom who had a major customer base in Europe. 

Licensed activities

Many UK based financial service providers have to adapt by either choosing to forsake the European markets, to set up a local company with Europe licensing OR to service their clients under UK law*. (*Which may or may not be possible depending on the branch).

The healthcare sector and other highly regulated industries also may need additional licenses in Europe since Brexit. 

Intercompany Solutions

Ever since 2017, Intercompany Solutions has assisted hundreds of UK businesses and businessmen to set up shop in the Netherlands. Many of whom had concerns about the uncertainty of Brexit and how this may affect their businesses.

Want to explore the option of setting up a company or subsidiary in the Netherlands? Send us a request or give us a call. Our consultants will be happy to assist you with expanding your business to The Netherlands. 

If you choose to start or continue a business in the Netherlands, you are lucky enough to choose from several very successful industries. The Dutch are well known for their innovative spirit, their architectural prowess as well as their openness to new ideas. In short; the Netherlands are a true heaven for any starting entrepreneur.

Whether you are interested in establishing an e-commerce business, a design related service or just an extra branch of your business in Holland; you are sure to find the right market for your core business here. Below are some of the industries that the Dutch excel in, which means that you can find some common ground here to start your Dutch business.

1.     Service & design

Both the design sector and the service market are firmly rooted in the Dutch economy. It’s profitable to open an online business in the Netherlands, due to the high accessibility to many clients who are mostly bilingual. The design sector has also seen an expansion, since it now also encompasses strategic advice, policy development and combining already existing products and services. Amsterdam still holds one of the most advanced design industries in the world, excelling in branding and technology.

2.     Lifestyle market

Next to design, there is also a very active lifestyle sector in the Netherlands. This particular sector is very dynamic, since its foundation consists of rapidly changing customer behavior. This goes for both in-store purchases as well as online purchases, although the latter categorically falls under e-commerce. There is a multitude of fashion and lifestyle businesses in the Netherlands, meaning you can easily get your unique brand off the ground. Many small businesses focus on a very specific niche, making it easier to sell unique and handmade products.

3.     Education and technology

Dutch citizens in general have a high level of education, which is why they are amongst one of the world’s most skilled work forces. There is currently a lack in certain fields, such as part-time education and properly educated teachers. If you have always dreamt of progressing in the field of education, there are plenty of opportunities available. Next to that; education is becoming digitalized which means there are many interesting possibilities of digitalizing education further.

4.     E-commerce industry

The e-commerce sector has seen an enormous growth during the past few years. More and more people buy items online, from the comfort of their own houses. Although there are already some very successful big players such as Bol.com and Coolblue.nl, there are always opportunities available in unique niche markets, such as ecological or hand-made products. Combine this with a solid supporting tech industry, and you have a firm basis to establish your company upon.

5.     Digital transformation

The Netherlands is on the forefront of digital transformation. This sector covers many different digital experiences, such as digital handling, e-government services and e-commerce. It is also considered a key investment opportunity for many corporate and governmental organizations. Digital transformation substantially reduces the amount of raw materials used and hence, has a positive influence on our carbon footprint. Many industries are yet developing digital transformation processes, giving you a forefront position if you have a good business plan.

6.     Clean tech and clean energy

Especially in the Netherlands, the clean tech industry is highly innovative and developed. Due to the large demand for green energy and more conscious consumption, there is a massive need for more renewable energy and resources to support our current system. There are many interesting ideas, such as Smart City initiatives and other innovative possibilities to turn the world green again. The Netherlands also aims to quicken the transition from gas to CO2 natural resources by 2025. Sustainability as well as a highly reduced CO2 emissions are prime targets, meaning you can easily profit from many potential sectors to invest in. Of course interesting new ideas are very welcome.

7.     Sustainability and smart buildings

Next to overall sustainability, the Netherlands also focuses greatly on smart buildings. Smart buildings are aimed at making the best usage of a building possible; whether it’s linked to energy, data or IoT related devices. Initiatives are aimed at factors such as climate control, comfort and utilization whilst also holding sustainability in high regard. There is currently a high demand in constructional, mechanical and digital professionals, who want to contribute to this ideal with their own experience and knowledge.

8.     Sustainable and smart farming

Next to the digital world, Holland also excels in sustainable and smart farming. The Netherlands currently holds a position within the top 5 of food producers in the world, by focusing on a combination of technology and optimization of production facilities. The Netherlands also has a very active ecological farming movement, in general focusing on self-sustainability and progress towards a healthier and cleaner environment. The farming business will definitely see an evolution in the next decade, so you are sure to find a niche market that suits your preferences.

9.     Hospital solutions and healthcare

The hospital and healthcare business is also being improved, with a staggering amount of 100 million euro being used to implement innovative hospital care. In this story, digitalization also takes a great part. Digitalization leads to reduced costs, whilst efficiency is greatly improved. If you are interested in a healthcare business that offers unique solutions to existing problems, you can find a lot of common ground in the Netherlands.

10.     Architecture

The Netherlands is known for its splendid architecture, which shows its efficiency next to a very natural environment. The way the Dutch are able to form a symbiosis between nature and man-made structures is impressive, which means you have almost total freedom here as an architect. Rotterdam is a prime example of a variety of architectural buildings existing together in unison.

Want to know more? Or do you have an interesting business idea that you would like to discuss? Please feel free to contact Intercompany Solutions anytime. We can assist you during the entire process of company establishment, next to that we also offer you advice on the best way to implement your business.

The e-commerce business has seen an extremely rapid worldwide increase during the past decades. Since the beginning of global internet access, an almost infinite amount of doorways has opened for entrepreneurs to sell and make money online. Of course this also means the retail business has seen a massive overhaul, as many products and services are nowadays bought online. For example; in the Netherlands the e-commerce business has seen a growth from 16 billion to 26 billion in 2018 alone.

It has also seen a growth of almost 25% during the past four years. Some companies like Bol.com and Coolblue.nl are almost a staple nowadays, as a large portion of the population orders many daily products and appliances via these channels. All in all your chances of starting a successful e-commerce business in the Netherlands are very high, provided you come up with a solid business plan and idea.

The Netherlands: entrepreneurs in e-commerce

Next to web shops that sell products and appliances, the Netherlands also created some interesting niches within this sector. In 2016 the Dutch company Takeaway.com did an IPO and the result was a valuation of the staggering amount of 1.3 billion euro. Ordering food via the internet has become a normalcy since then, which is quite an accomplishment.

Since the past few years cross-border shopping has also seen an increase. The Dutch have an extremely high internet and e-commerce penetration coverage, because 97% of the Dutch have internet access and almost 95% uses a direct payment option like iDeal. Which means you can sell your goods to almost anyone and you will also get paid immediately. The Netherlands can therefore be considered somewhat of an e-commerce heaven.

Upcoming trend in the Dutch e-commerce market

Since the e-commerce business especially is continuously changing, your chances to dive right in with your idea are always fluid. Here are some trends that are foreseeable in the near future:

• One of the main focal point is access via mobile phones. A lot of online shoppers have become used to mobile shopping, which allows clients access to your shop 24/7 since mobile phones don’t need Wi-Fi-access anymore. This might potentially double the number of mobile online purchases, if you focus on a good and fluid mobile experience.
• A lot of companies are also focusing on a nearly Google-like search option within their web shops, which allows the client to search more thoroughly for products. This is fancily named augmented shopping, since it’s quite akin to an AI experience.
• There is also a focus on content marketing as opposed to interruption marketing, which in essence means that relevance becomes a bigger aspect of shopping.
• AI also creates a more personal experience, for example via the use of chatbots that can answer most questions without the need to hire customer service personnel.
• One of the most important competitive factors is same day delivery. This is something you could use to set apart your e-commerce business from the rest.

Intercompany Solutions can offer you advice every step of the way

Do you have a good business idea and would you like to know how you can implement this in the Netherlands? Feel free to contact us anytime. Our experienced advisors can assist you in finding the right information for your company, as well as setting up your company in the Netherlands. We also offer many extra services, which will essentially provide you with the solid foundation your company needs.

Our accounting department is specialized in the accounting for E-commerce and webshops. We have experience with Amazon, Shopify, Bol.com and many more platforms.

If you are an innovative entrepreneur and would like to pilot your ideas in a welcoming and innovative atmosphere, the Netherlands might just be the place for you. Some of the high tech industries in this country are amongst the leading in the world, mostly due to cutting-edge research and development and highly modern facilities. Dutch technological products are highly sought after and in general exported worldwide, which makes the Netherlands a perfect base for your tech start-up.

The Dutch have proven their worth in the tech sector

The High-Tech Systems and Materials (HTSM) sector thrives in the Netherlands. Due to the creative, pragmatic and open approach of the Dutch towards high-tech innovation, many interesting inventions and solutions have been known to come from the Netherlands. This includes innovative solutions in sectors such as renewable energy, mobility, security, health and climate change. Solution in such sectors are often found via collaboration and cross-over research, which is exactly one of the traits the Dutch excel in.

Teamwork and constant collaboration are necessary elements in any rapidly changing sector, which are often encouraged by setting up specialist centers of research. One such example is the ‘Brainport region’ in and around Eindhoven, where experts in multiple fields meet to find original solutions to persistent issues. This region was even voted the World’s Most Innovative Region in 2015, and up until today the Netherlands holds the current 4^th position of the world’s most innovative countries according to the World Economic Forum.

Highlights in the Netherlands are collaborations between universities such as the TU Delft, Universiteit Twente and the Breda University of Applied sciences, which are actively involved in many high-tech business endeavors and sectors. In general, it is moderately easy to find skilled specialists as well as many interesting investment opportunities in the Dutch high-tech sector.

The Dutch high tech industry vs. the global challenges of today

The Netherlands might be a small country in terms of acreage, but don’t be misled by this. The Dutch are well-known for many world-famous inventions, ranging from the submarine and Bluetooth to the microscope, 4-wheel drive and the telescope. Next to that, the Dutch company Philips is responsible for the invention of cassettes, CD’s and even DVD’s. These are everyday objects that everyday people use, meaning there already is a rich national history regarding many entrepreneurial innovations and inventions.

Nowadays you can find a wealth of interesting companies and start-ups that focus on sustainability, cleaner and renewable energy and solutions that deal with waste. Therefore tech start-ups from all over the globe are highly sought after, simply because the Dutch believe in a collaborative effort to constantly find original solutions to new world problems. The tech market generally focuses on smaller niche markets and stands apart from the rest by focusing on technological excellence.

High quality infrastructure and computer-savvy multilingual employees

A very large portion of innovation in Holland is IT-related, pushing the boundaries in various sectors such as multimedia technologies, virtual laboratories, parallel computing and modeling. The Dutch IT-infrastructure is one of the most developed in the entire world. This enables every start-up to choose from a large pool of professionals, making it easy for you to grow your business fast. Next to Dutch natives, you can also expect a large amount of expats from various fields that can provide you with necessary personnel and assistance.

If you are interested in starting up a company in a country that excels in the development of new technologies and communication systems of the future, the Netherlands is a safe bet. Almost every sector provides room for improvement, making it easy for you to realize your ideas and plans. Intercompany Solutions can provide you with assistance from A to Z during the whole process of setting up a business in the Netherlands. Simply contact us for more information, and we will provide you with a clear quote and ample information.

On 27th September 2020 the Netherlands has introduced new regulations regarding the Ultimate Beneficiary Owner. The regulations are a required change due to new EU regulations related to anti tax avoidance and corporate transparency.

What is an UBO?

A UBO is an ‘Ultimate Beneficiary Owner’, meaning: The person that is actually in control, ownership or in a position of authority over the company. The UBO can be qualified as follows:

• A person with more than 25% of the shares of the company
• A person with more than 25% of the voting rights of the company
• A person who is (actually) controlling the company (even if not owing any shares

The last criteria is meant to include scenarios in which a person has control without having any of the shares. Think of a business investor that has provided financing to the company, but under strict conditions that important decisions will be only made with the approval of this investor.

Another example could be in the scenario of a nominee shareholder. A nominee shareholder is often seen in offshore tax havens, in which a lawyer or company agent holds the shares for the client (the ‘actual’ owner). The Dutch legislation does not allow such type of nominee structures.

What is the goal of the new legislation

Under the new legislation, it is a requirement to have public insight in the share structures and control of companies.  The ultimate goal is to combat tax avoidance, fraud, money laundering and corruption.

Which companies are required to register under the new UBO registration?

• All public (NV) and private limited companies (BV) that are not publically traded
• All other Foundations, Cooperations and other private entities

With the exemption of

• Stock listed companies
• Sole traders / one man businesses
• Public companies

The data that will be ‘public’ or can be requested is as follows

• The first and last name
• The birth year and month
• Nationality
• State of residence
• Nature and % of the economic interest of the UBO

The public part of the UBO register is only searchable on the name of the company. It is not possible to search the UBO register by name of the person. Requesting data from the register will cost money.

The UBO register will make sure to follow the guidelines of the GDPR European data protection act as well as the more strict Dutch General Data protection act.