The globally anticipated Brexit date (the 31st of October) is approaching rapidly and this is beginning to cause a lot of stress among many British investors and entrepreneurs. If you own an UK based company and have not really thought about the possible consequences of a hard Brexit, now might seriously be a good time to evaluate your options.

A lot of other organizations have already preceded you and opened a branch office in the Netherlands. Some multinationals even moved their entire headquarters to Amsterdam or Rotterdam. The main reason for this course of action is pretty simple: continued access to the European Single Market with all its profits. Because once you are out, you will no longer reap the benefits of being part of the EU and this might lead to rather large problems in continuing your normal business operations and activities.

Intercompany Solutions CEO Bjorn Wagemakers and client Brian Mckenzie are featured by CBC News - Dutch Economy braces for the worst with Brexit,  in a visit to our notary public on 12 February 2019. 

The European Single Market explained by the European Commission

“The single market refers to the EU as one territory without any internal borders or other regulatory obstacles to the free movement of goods and services. A functioning single market stimulates competition and trade, improves efficiency, raises quality, and helps cut prices. The European single market is one of the EU’s greatest achievements. It has fueled economic growth and made the everyday life of European businesses and consumers easier.”[1]

Being locked out of the European Single Market: some consequences for your business

If your UK business is currently dependent on employees and freelancers from different EU countries, you will find that you will have to deal with many arising issues. The terms of the contract between you and them will obviously change, since EU legislation will no longer be applicable in the case of a hard Brexit. This might result in both freelancers and employees looking elsewhere for a job, simply because the terms of employment will become too complicated.

Another massive issue will be traveling. As the borders will become real borders again between the UK and every EU country, this obviously means there will be a substantial rise in documents, visas, various travelling documents and several other bureaucratic consequences that will take up a lot of time. Clients will have to spend more effort in order to travel to you and vice versa.

Then there is also the fact that the import and export of goods and services will be severely influenced in a negative way, mostly because of the extra time every shipment will take. If you have an online business or web shop, sending goods to your EU clients will prove a challenge you might not even be up for. Some goods will become less available for import, which inevitably will lead to shortages and higher prices that a lot of small businesses cannot pay if they want to remain profitable.

There is a solid possibility you might lose a few clients

In other words: if you do not open a subsidiary in an EU country, you might have to consider the fact that your business might not make it by the end of next year. However dramatic this may sound, it is a very realistic vision for many small business owners and large organizations that are dependent on EU clients. It is therefore absolutely no surprise that a lot of companies have established branch offices in the Netherlands, of which some are inactive totally, basically awaiting what will happen from the 1^st of November.  In the case of a hard Brexit, these subsidiaries can be put into action immediately, so the company does not have to suffer from the exclusion from the EU.

Intercompany Solutions can inform you about all the possibilities of opening a backup subsidiary in the Netherlands. If you want to know more, please always feel free to contact us for more information or a personal quote for your business. The good news is, that establishing a company or branch office in the Netherlands can be done in just a few business days. Which means that you can be ready before the date is here, just give us a call.

[1] European Commission. (2017, 5 July). The European single market - Internal Market, Industry, Entrepreneurship and SMEs - European Commission. Link: https://ec.europa.eu/growth/single-market_en

Since the referendum in 2016, Brexit has been a topic of massive controversy ever since. Will it really benefit the UK to exit the European Union? What kind of consequences will this have for both laborers as well as business owners? And what is the best strategy to stay connected to the EU, if you are an entrepreneur or business owner?

It’s specifically the last question that has kept many business owners scratch their heads, so to speak. Obviously relocation and/or the opening of extra subsidiaries in an EU country are the best way to achieve this in most cases. But relocation is not a small step you just take, it takes time, research and proper preparations. Nonetheless almost 100 companies have made this move and are the proud owners of either new headquarters in the Netherlands, or a new branch office.

Intercompany Solutions CEO Bjorn Wagemakers and client Brian Mckenzie are featured by CBC News - Dutch Economy braces for the worst with Brexit,  in a visit to our notary public on 12 February 2019. 

The Brexit date is almost here and people need solutions

Brexit day is only weeks or months away. More and more entrepreneurs are having uneasy and restless feelings about the big deal or no-deal question. This has already led to a significant increase in companies orientating themselves on the Netherlands for a possible new base in the European market. And this number will easily become larger, since another 325 organizations and businesses are contemplating moving here in the very near future.

The increase is mostly visible in the financial sector, media and communications, IT and biotechnology.  Companies in these sectors are mostly drawn to Holland due to the excellent employment market in combination with lenient financial opportunities and permits. It’s not just UK companies that decide to settle here: a large Japanese bank like Norinchukin and the American CBOE also made the same decision.

Not every company is ready to take action just yet

Many UK companies are still a tad hesitant, because it is still very unclear how Brexit will take shape and what the exact effects will be on the business community. It might pose some risks for your company though, if you do not consider at least one branch office in an EU country before an eventual hard Brexit goes into effect. This surely might have consequences like:

• A substantial delay in all business activities due to obligatory border formalities and the necessary documentation you will need now
• You will no longer be able to take part in the free EU market, this will make much more difficult to hire freelancers or buy and sell products from and to other countries in the EU
• You can pretty much count on establishing a backlog in your services very fast due to all the new requirements and paperwork
• You are at risk losing clients from all over the EU, simply because it will be easier for them to find a competitor who is still based in the EU

Intercompany Solutions can help you avoid such consequences

The list is much longer than this, as every single business will be subjected to certain extra disadvantages linked to a specific sector. If you want to avoid such consequences, it would be wise to consider opening a branch office in Holland. Intercompany Solutions can realize this for you in just a few business days, plus you won’t even need a physical location immediately as it is also possible to establish a subsidiary or branch office. Please feel free to contact us anytime with questions, we will try to assist you in every possible way we can.

Intercompany Solutions gets Brexit related requests on a almost daily basis currently, and has assisted many companies make the transition.

Since the infamous Brexit referendum the British have become more and more cautious concerning their businesses and startups. This ultimately lead to a substantial increase in foreign investments and the relocation of businesses to the most stable EU countries. The Netherlands are currently on top of the relocation list, which is not surprising at all considering the positive economic climate in our country. Just to illustrate the difference between the two neighboring countries: investments by Dutch entrepreneurs and investors in the UK have subsequently decreased 80% since that illustrious moment in 2016.

It’s all in the numbers

Investments by British business owners and investors in the Netherlands are 6 times more frequent than before 2016. The Dutch Central Statistical Office states that during 2016, the British invested around 14 billion euros in the Dutch economy. Two years later this number had grown almost exponentially to 80 billion euros. The UK was by far the largest foreign investor in Holland during 2018.

Like previously mentioned, the investments by Dutch business owners and investors in the UK decreased: in 2016 the Dutch invested around 50 billion in the UK, but in 2017 this number went down to 25 billion. In 2018 the Dutch did not invest more than 11 billion euros in the UK: that is one fifth of the original amount just a mere two years ago. In other words: even the possibility of a hard Brexit has absolutely staggering consequences on the international investment climate, which cannot be overlooked.[1]

Intercompany Solutions CEO Bjorn Wagemakers and client Brian Mckenzie are featured by CBC News - Dutch Economy braces for the worst with Brexit,  in a visit to our notary public on 12 February 2019. 

British entrepreneurs and companies are starting to become nervous about a hard Brexit

The in- and decrease of foreign investments is mainly due to a growing feeling of uncertainty amongst British business owners. It is very important for a large number of British businesses to remain present in a European country, simply because a different situation will have a very negative impact on the way the company does business. The option that a business will not be part of the European Single Market anymore is quite frightening indeed, especially with many European clients in their database.

The reason Holland attracts so many foreign investors

Holland has been known to be a very stable, innovative and beneficial climate for many types of businesses. From the pharmaceutical to IT and the eco industry and every kind of freelance business: as an entrepreneur or owner of a large corporation you can nearly always benefit from many of the resources the Netherlands has to offer.

In terms of innovation, the Netherlands have a prime position on the Global Innovation Index (GII) of 2019. This yearly compiled list by the World Intellectual Property Organization (WIPA) tells you exactly which country can be great for your business in terms of progressiveness and innovation. It ranks the innovative performance of 129 collaborating countries around the globe, by analyzing a special theme every year.

This year the theme was medical innovation and the potential to transform healthcare worldwide. The Netherlands were named the fourth most innovative country, with the US at number three, Sweden at number two and Switzerland grabbing the prime spot.[2] If you want to limit your risks, whatever the outcome on the 31^st of October, you would be wise to consider all your options of relocation or opening a branch office in the Netherlands. Intercompany Solutions can assist you during the whole process. Just contact us for all the information you need.

[1] Algemeen Nederlands Persbureau (ANP). (2019, 9th September). Britten investeren bijna 6 keer meer in Nederland sinds Brexit-referendum. Link: https://www.nu.nl/brexit/5989751/britten-investeren-bijna-6-keer-meer-in-nederland-sinds-brexit-referendum.html

[2] World Intellectual Property Organization (WIPA). (2019). Global Innovation Index 2019. Link: https://www.wipo.int/global_innovation_index/en/2019/

Setting up a business means you will have to make a staggering amount of choices. This is not unusual of course, since there’s simply many options to choose from. Like the specific services you will be offering, the languages you will be working in, your business address and possible office space and the company that will make your website and PR materials. But did you also consider the country?

In what country do you want to start a business? Almost all start-ups and new entrepreneurs establish their company in their country of residence. Probably a little bit out of habit. But in a lot of cases, it might actually benefit you to browse around a bit. And consider starting a business in a different country than your own. Like the Netherlands. And you definitely won’t be the first one, as the number of foreign businesses and investments in Holland keeps growing. In this article we will tell you a bit more about the ‘why’!

Foreign companies are boosting the Dutch economy to great heights

The Netherlands has been flooded with foreign investments and entrepreneurs setting up businesses in our country for a while now. For example: the Netherlands Foreign Investment Agency (NFIA) and several regional partners involved in the ‘Invest in Holland’ network assisted in attracting around 350 different foreign investment projects worldwide in 2016 alone. All these actions total a massive amount of around 1,5 billion euros in capital investments. In turn, this created more than 10.000 new jobs.

In 2017, 1,7 billion was invested. In 2018, large multinationals such as Timerland, Giant and DAZN created almost 10.000 additional jobs in the Netherlands as well. All companies combined contributed around 2,85 billion euros to our national economy. All in all, we can safely say that foreign investments and businesses in the Netherlands have a very positive influence on our economy and thus, investing in the Netherlands is surely a safe way to grow your business quite rapidly.
Brexit caused many relocations of foreign companies’ offices

One of the biggest reasons for moving is Brexit.

Many business owners would rather be safe than sorry, and thus decided to pro-actively move some branch-offices or even their headquarters to the Netherlands. The Invest in Holland network brought more than 40 companies to the Netherlands in the year 2018. This was a direct result of Brexit and lead to the creation of almost 2.000 new jobs, next to around 291 million euros in investments. In 2019 large multinationals such as Discovery and Bloomberg have announced their wish to invest in the Netherlands due to Brexit.

Most of these companies are British in origin, but the lost also includes American and Asian organizations. These organizations are basically reconsidering many options, in order to minimize possible uncertainties and threats when Brexit finally follows through. These companies have origins in many sectors, such as the financial sector, media and advertising, life sciences & health and logistics.

So why do so many business owners choose the Netherlands?
There are obviously some good reasons for considering our rather small country for relocation. Because the companies that already made the move are not just small players; many huge well-known organizations have already established new headquarters in Holland. More than 6.300 foreign companies have established more than 8.000 different operations in the Netherlands.

Among the international companies are North American companies like Abbott Laboratories, Boeing, Bombardier, Cisco Systems, Dow, Eastman Chemical, Heinz, Medtronic, NCR Corporation and Reebok. European companies such as Bosch, Danone, Siemens and RWE are also included. A large number of Asian and Middle-Eastern companies is also represented by companies such as Astellas, BenQ, Daewoo, Fujifilm, Giant, Hitachi, Huawei, ICBC, LG Electronics, SABIC, Samsung, Saudi Aramco, Tata Consultancy Services, Teijin and Yakult.

The most prominent reasons for relocating a business to the Netherlands are listed below:
Fantastic location, educational system and business opportunities
The Netherlands is located on a prime position, with both Schiphol as well as the port of Rotterdam as main points in an already rich infrastructure. Next to that; Holland is home to an excellent ICT-infrastructure and perfect network coverage. An internationally oriented workforce with most people speaking at least two languages, and many fantastic and high quality (international and national) schools to choose from.

The standard of living is considered to be exceptionally high, with Amsterdam as capital offering you everything in terms of culture and activities. But also other beautiful cities like Rotterdam, the Hague and Utrecht. The cities are considered to be very safe and you will have many possibilities to expand your network with many shared working spaces all over town.

Stable government and fair legal system.

The Netherlands is considered to be a very stable and vibrant parliamentary democracy, recognized worldwide for its transparency, fairness and effectiveness. The political system is characterized by plurality and consensus-building, resulting in coalition governments that truly represent the voice of the people. The legal system is also considered to be fair and transparent and well equipped to deal with business, trade, taxation and patent issues.

There are specialized courts for dealing with criminal and administrative issues, as well as with tax law, planning law, environmental law and trade and commerce. There is a rich variety of world-class law firms – both home grown and large international ones – that can provide assistance with tax law, mergers and acquisitions, and European law. The Hague is the seat of the European Patent Office.

Low taxes compared to other European countries
The corporate income tax rate in the Netherlands is very low for European standards: 16.5% for profits up to 200.000 euros and 25% for profits more than this amount. In the next years, the government will reduce the minimum and maximum tax rates even further (15% lower rate and 21% higher rate in 2021).

The CIT rates will be gradually reduced. The standard rate will be reduced in steps from 25% to 22.55% in 2020 and to 20.5% in 2021. The lower rate has decreased from 20% to 19% in 2019, to 16.5% in 2020, and to 15% in 2021. Foreign investors can also profit from some beneficial tax exemptions, like a 30% tax break for hiring highly qualified employees.

Safe and developed financial system
The Netherlands also boasts a stable financial system and climate, with a large array of strong Dutch banks such as ING Group, ABN AMRO and the Rabobank. There are also many private equity investors, venture capital funds, as well as fund managers available for the picking.

Intercompany Solutions: your partner for a business in the Netherlands
You can always contact us for more information and assistance if you are considering opening a branch office in the Netherlands, or maybe a whole new business. We have a wide variety of services at your disposal to help you in any way we can.

The whole process can be concluded in just a few business days, offering you the chance to start doing business immediately. Interested in the possibilities? Contact us for more information.

The way we do business has changed significantly during the past few decades. Where there were once only physical stores, you can now shop for almost every imaginable trinket online. Artists have also started to offer their skills on the web, via websites, social media or international platforms like Etsy. One interesting development that clearly stands out, is that design is just as important as functionality nowadays.

One of the best examples to illustrate this is the smartphone we all use on a daily basis. Next to being chock-full of options that were once all separate devices (think in the likes of roadmaps, telephones, buzzers, the post office and gaming consoles), a modern day telephone also needs to be thin, sleek and slim. So it’s no wonder at all there are more and more companies that focus on both aspects.

The Netherlands is an excellent country for pioneering entrepreneurs

If you are active within one of these two areas, it might be extremely beneficial for you to open a branch office in the Netherlands or even move your company here: the Netherlands are at the forefront of innovation and design. The World Intellectual Property Organization awarded Holland with the 4^th place worldwide in terms of innovative ideas and concepts, only preceded by Sweden, the US and Switzerland. You will have an ample amount of interesting sectors to choose from, highly accredited technical and art educational institutions like the TU Delft and the KABK and a vast array of pioneering freelancers to assist you with growing your business.

Design and services make up around 75% of the Dutch GDP

Designing services and technology both hold a strong position in relation to the Dutch GDP. Design can be subdivided in several different sectors like product development, strategic design, graphic design and comparable subjects. All of these together create a yearly turnover of around 200 million euro, whilst export products add up to 5 billion euro. Every year this sector grows a few %, also due to some interesting foreign startups and investments.

Opportunities in the Netherlands for your design or tech company

You will find a lot of tech opportunities in Holland, in the form of interesting international cooperations between professionals, freelancers and students. From universities like TU Delft and Universiteit Wageningen, both known for their innovative and excellent programs, concepts and graduates. You will find a lot of pilot projects aimed at the innovation of tech products, medical products and supplies but also experimental and completely new services and products.

The design sector is just as popular and flourishing. Especially cities like Amsterdam and Rotterdam offer you an excellent base of operations for your tech or design startup or company, with an amazing digital infrastructure, an open and artsy startup scene, lots of international talent and an ample amount of galleries and pop-up galleries to showcase your work. These two sectors work well together in social innovations like living labs and open work spaces, business models that include various different methods and partnerships that literally cross industries.

Intercompany Solutions can aid you in establishing your business in Holland

If you have an innovative idea and would like to take action, Holland is one of the best places to start. You will find that the Netherlands offer you huge benefits in terms of innovation, but also in more general and practical ways like low tax rates, an excellent bilingual workforce and a fantastic infrastructure with Rotterdam and Amsterdam never more than a moderate drive away. We can help you with registering a company in the Netherlands in just a few business days. We can also assist you with any questions you might have, just give us a call for more information.

If you are thinking about starting a freelance business, you might want to reconsider establishing a company in your own country. Especially if you already happen to reside here, for example when your spouse is an expat stationed in the Netherlands. More and more freelancers and entrepreneurs decide to found their businesses overseas. Why? Mostly due to the fact that multiple foreign countries offer substantial benefits for business owners, making it very profitable to start a foreign business.

The Netherlands is definitely one of those countries. With a very stable political climate, one of the lowest tax rates in Europe and many benefits that come with being a part of the European Union, you can very safely establish your business here for future success. Best of all: starting a company as a freelancer in the Netherlands is not difficult at all! There are some standard procedures you will have to follow of course. In this article you will find more information about the process.

Can anyone start a business in the Netherlands?

The answer to this question is yes. There are no limitations in terms of nationality. However, if you are residing in a country outside of the EU, the procedure will take a bit more effort and time, since you will need a certain permit in order to be able to stay in the Netherlands legally. This will either be a start-up permit, or a self-employed permit. You can find more info about the whole process of applying for the permits on this page about opening a Dutch company.

What do you need when you decide to register your freelance company?

There are several documents you will need to produce when you start the registration process. These contain necessary information regarding the identity of all people involved, as well as accompanying documents about the business itself, possibly an extensive business plan and also your preferred company name. It is advisable to hire a professional firm to guide you through the whole registration process, because it will substantially shorten the timeframe and probably also the total start-up costs.

You will need to think about the company form you will choose. In the Netherlands there is quite a large amount of legal entities to choose from, ranging from a sole trader business to a holding structure with multiple private limited companies. In general a private limited company is advisable, due to the many benefits and securities this legal entity offers. It is also the most chosen incorporated business form in the Netherlands, not just by Dutch entrepreneurs but also by almost all foreign investors.

Why choose the Netherlands to establish your freelance business?

The Netherlands is an extremely safe and stable country for entrepreneurs and foreign investors, with a very high success rate for most innovative businesses. Some of the benefits for your business you can expect here:

• There are ample amounts of successful Dutch businesses in various sectors, proving strength in innovation and ingenuity
• The EU Single Market makes it possible to freely trade services and goods throughout the entire EU
• You can find both Schiphol and Rotterdam port within driving distance, two world-famous logistical locations connecting you to a worldwide infrastructure
• The costs of starting a (freelance) business are fairly low compared to a lot of other countries
• You will find a well-educated and often bi- or even trilingual workforce in the Netherlands, offering you plenty fantastic candidates to choose from should you feel the need to hire personnel
• The Dutch have access to immense international markets and are part of many trade agreements, which works in your favor as a business owner

The Netherlands will offer you a safe and promising environment to establish and grow your business to success. If you want to know more or would like more information about the procedure of starting a business as a freelancer, you can contact https://intercompanysolutions.com and ask them all your questions. They can assist you every step of the way and offer many extra services.

It has become pretty clear that Brexit has had various effects on businesses currently situated in the UK. A lot of major companies and organizations are already moving their headquarters elsewhere, in order to stay involved with the EU and all its associated benefits. This also means that many start-ups and investors are looking for alternatives to their original plans of starting a UK business. Are you on the lookout for a suitable new location? Then the Netherlands might just be exactly what you are searching for.

Deal or no deal: the UK is withdrawing

The fact that the UK will soon no longer be part of the EU means that businesses situated in the UK will also feel the consequences. In the case of a deal there might be several agreements to stabilize international relations, but the fact still remains that your business probably won’t benefit from all EU regulations anymore.

When there will be no deal, the whole situation becomes even more severe. Without any mutual agreements, the UK basically stands alone. This will be felt in the business sector on various levels, from international trade to customs affairs. There are many different scenarios and every single one of these possibilities definitely involves some kind of restriction for UK companies. Why? Because you will no longer be seen as an EU-member.

Consequences of your company being ‘cut off’ from the EU

The EU offers many benefits for its member states, which are especially beneficial for entrepreneurs and investors. This includes factors like the single market, healthy competition, substantially reduced paperwork, free movement of people, goods and services, harmonized standards and so on. The EU offers you the possibility to trade in a very large market without customs, import taxes nor a long list of complicated regulations. Once Brexit is finalized, you might lose some (or even all) of these benefits. Suffice to say, this will have a negative impact on the flexibility, adaptability and overall success of your (future) business.

How to avoid this? Move your start-up or business to the Netherlands

You definitely won’t be the first! According to The Guardian, the Dutch government states that more than 250 UK companies have already made the move to Holland. The Netherlands supposedly has gained almost 2000 new jobs due to Brexit.[1] These companies are active in several key industries and sectors, such as the health sector, the creative industry, financial services and the logistics sector.[2] Some well-known names that have already established their headquarters in the Netherlands include Sony and Panasonic, Discovery Channel and Bloomberg.

How to proceed with moving your business to the Netherlands?

If you want to know exactly what your options are, contact us immediately. Intercompany Solutions can assist you every step of the way, whether you already own a company or are planning to start a business in the Netherlands. Don’t miss out on all the benefits Holland has to offer and take action now, while you are still in the position to go through the procedure as an EU-citizen.

[1] O'Carroll, L. (2019, 9 February). Brexit: Netherlands talking to 250 firms about leaving UK. Link: https://www.theguardian.com/politics/2019/feb/09/brexit-uk-companies-discuss-moving-to-netherlands.

[2] Pieters, J. (2019, 25 januari). Over 250 companies considering move to NL over Brexit: report. Link: https://nltimes.nl/2019/01/25/250-companies-considering-move-nl-brexit-report.

It has almost been two years since the infamous Brexit referendum. A small minority of Brits then made it clear, that they no longer wish to be part of the European Union. And so Brexit was born. After many negotiations and struggles there is still no clear view about the road ahead, meaning that the UK may or may not become independent on March 29, 2019.

Intercompany Solutions CEO Bjorn Wagemakers and client Brian Mckenzie are featured by CBC News - Dutch Economy braces for the worst with Brexit,  in a visit to our notary public on 12 February 2019. 

In either case, there will be consequences for every single party involved. Of course if there is no deal, the situation can become frantic as there will be no agreements with the EU. The UK might find itself in a very uncomfortable position, and not just with the EU but with many other nations that have trade agreements with the EU. In the case of a deal, there are still many factors that will influence business owners and entrepreneurs who work either from the UK or from an EU-member state.

There’s a rather large grey area between deal and no deal, which will have various consequences depending on the scenario playing out. Plus; the financial losses to sustain the whole process up until now have been severe. The big question for everyone is whether the UK will stay involved with the EU at all, and if yes; in what role? The long-term relationship between the UK and Europe is very unstable and this can have massive effects on your business. It doesn’t even matter if that business already exists, or is just an idea at this moment.

From the UK to a business in the Netherlands

In this article we will inform you about the most important details of Brexit and the possible consequences of all scenarios. You will also find information about the benefits of having a business in an EU-member state, and why the Netherlands is possibly one of your best options. Huge companies like Sony, Discovery and Panasonic are already moving their headquarters from the UK to the Netherlands. We will discuss why this is a solid and smart move that might be beneficial for you too.

Start a business in The Netherlands

Why is Brexit bad for business?

The negotiations between Brussels and the UK have been going on for almost two years by now, and still there is no consensus. Major issues like the border between North-Ireland and Ireland are unresolved up to this date. This leaves a huge amount of entrepreneurs, business owners and foreign investors in the dark about the choices they should make.  In the case of a deal, which means the UK will not be a member state of the EU any longer but with the inclusion of agreements between both parties, there will be losses in terms of national income. The Financial Times assessed the situation and according to their expertise, the outcome would be as follows:

• If the UK stays a member of the single market: 2% loss
• In the case of a free trade deal with the EU: 5% loss
• If trade between the UK and EU is commenced under WTO rules: 8% loss[1]

Needless to say, that a no-deal situation resulting in a hard Brexit may include financial consequences which will be far more severe. Large corporations and companies have already initiated steps towards damage-limitation. Companies like Bentley were slowly returning to profit but might fail anyway, when a hard Brexit becomes reality. Adrian Hallmark, Bentley’s CEO, explained to The Guardian: “It’s Brexit that’s the killer, if we ended up with a hard Brexit... that would hit us this year because we do have a potential to get beyond break-even to do the turnaround. It would put at fundamental risk our chance of becoming profitable.”

In the eventuality that he would need to stop production in the UK-based Crewe plant, this would cost Bentley millions a day.[2] And Bentley is not the only worried company, which is exactly why many multinationals are swiftly moving their headquarters to ‘safer terrain’ like the Netherlands. Because the benefits and profits of staying within the EU are very real for most business owners.

The repercussions of Brexit: More than 250 companies are considering relocation to Holland

Hundreds of businesses are discussing options for relocation with Holland’s government, as they are worried about their trade on the European market after the British exit from the EU. Several popular companies have declared their firm decisions to relocate.

Consequences for businesses

Brexit and the uncertainty about its specifics strongly motivate companies to leave Great Britain and move to Holland. In 2018 Panasonic announced its intention to move to Amsterdam. More recently Sony also communicated its plan to relocate, citing Brexit as the reason for these developments.

The Dutch Agency for Foreign Investment claims that it has been contacted by more than 250 companies to discuss their relocation to Holland. In 2017 the number was 80, and at the beginning of 2018 it increased to 150.

More businesses are expected to express interest in moving to the country of windmills and tulips before the total figure is announced the following month. A representative of the Dutch Foreign Investment Agency stated that every company’s arrival, regardless of its size, is good news.

The United Kingdom loses and the Netherlands wins?

Britain recently lost a major player in the face of EMA (European Medicines Agency), an institution employing approximately 900 highly qualified workers. EMA has decided to establish in Amsterdam. Other countries are also benefitting from Brexit, because a number of companies in the financial sector plan to move their operations and employees overseas to cities such as Luxembourg, Frankfurt, Paris and Dublin.

It may seem that Holland is benefitting much from Brexit because of the rapidly increasing interest in the country as a destination for business establishment. Still, the companies that actually move will only alleviate the negative consequences of Brexit for Holland. The effects of Brexit are still ambiguous but the country has considered a no-deal situation regarding the rights of British residents.

The European Union in a nutshell

Every member state has accepted the four freedoms of the EU, which are basically the pillars of its existence:

• Free movement of goods
• Free movement of capital
• Free movement of services
• Free movement of people

It is obvious how these freedoms are beneficial for companies based in one of the member states. All companies inside ‘the bloc’ can buy and sell products and services freely within the borders of the EU. To keep the market fair for everyone, a regulatory framework exists that prevents a party from gaining unfair competitive advantages.

Member nations also have the obligation to implement EU law into their own national law and to recognize mutually shared standards. Another important role the EU plays, is that of a common customs union. The member states can trade freely within the borders of the EU, though all non-EU countries are bound to common tariffs on imports. All in all, the EU protects its member states in many ways but also limits countries’ autonomy. This is exactly why the UK decided to leave the EU.

What are the benefits of trading within the EU?

The European single market is obviously the main benefit here. Currently the EU is the largest single trader in the world, accounting for 16.5% of the total sum of imports and exports around the globe.[3] The main goal of the EU is not only the possibility for free trade amongst its members, but also the liberalization of world trade. Some tangible benefits of owning a business in an EU member country such as the Netherlands include:

• No internal trade barriers
• Healthy competition in services
• Reduced overall business costs
• No monopolies or cartels counteracting competition
• Reduced amount of paperwork
• Various harmonized standards
• A more efficient way of doing business
• Free movement of people resulting in a multinational labor force
• A single trade currency – the Euro

This is why being a member of the EU has offered key benefits to UK businesses. The EU includes some of the wealthiest and most prosperous countries worldwide, offering every business owner access to an enormous amount of suppliers. You can basically see the EU like a big marketplace, which offers an amount of convenience similar to doing business in your own country. No customs, no import taxes and a lot less regulations to slow trade down.

Fair and open trade possibilities

The World Trade Organization ensures that obligations and trade agreements between countries worldwide are transparent and fair. All EU regulation and trade policy is made on behalf of the EU by the Commission, who work closely within the framework of the WTO in order to ensure fairness and openness. The commission also works very closely with national governments, the European Parliament and global organizations to be able to adapt quickly to necessary worldwide and local situations and changes.

Because the EU has an extensive network of worldwide trade relations, favorable agreements can be negotiated. This is something a country on its own would not be capable of. All these partnerships are aimed at creating and maintaining a stable and fair single market that provides business owners with many benefits. It also makes it safer for business owners to trade outside of the EU, being protected by numerous multilateral agreements.

The EU provides safety and stable conditions

Next to creating opportunities for business owners, the EU also strives for better working conditions in poorer countries. The EU trade policy is aimed at reducing and putting a stop to malpractices such as child labor, the use of harsh chemicals and creating environmental hazards as well as combating price volatility. Countries in distress can be actively pushed forward by actions such as temporarily lowering duties, providing governance advice and supporting smaller national businesses. By choosing to establish a company in the EU, you automatically choose safe conditions.

Is a company in the Netherlands a good Brexit alternative for your business?

In general, starting a Dutch business is almost always beneficial due to the large amount of benefits and possibilities the Netherlands has to offer. If you’re still in doubt though, you can ask yourself a few questions first. The answers will determine whether Holland is a good place to start your company:

• What kind of business are you planning to establish?
• Is it possible for you to start such a company in the Netherlands?
• Is there a fitting niche for the services or products you want to offer?
• Would your company be competitive in certain ways?
• Will it be easier for you to trade with a business based in the Netherlands, or would this entail certain financial benefits you currently miss out on?

It’s a wise to answer these questions for yourself beforehand, since you might need to answer them once you decide to start the process of establishing a Dutch business. If you already own a successful UK business but want to move it to the Netherlands, you might also have to explain how your company will be beneficial for the Dutch economy.

''The Netherlands to become the centre for financial trading infrastructure of the EU27

The AFM conducted more than 150 interviews with companies that are interested in applying for a licence. ‘We assume that between thirty to forty percent of the European trade in financial instruments will opt for the Netherlands as a location. Thus, the Netherlands will become the financial trading centre within the EU27’, according to Merel van Vroonhoven, Chair of the AFM. ‘The arrival of these parties will also attract other service providers. Moreover, it strengthens the access of Dutch pension funds and other portfolio managers to the capital market’. '' [4]

How can setting up a Dutch business benefit you?

If you have already been thinking about starting or moving your business, the Netherlands proves to be a fantastic choice for almost every single investor or start-up. A business in the Netherlands offers a wide amount of perks and benefits to foreign entrepreneurs. The Dutch have been ranked 4^th on the Global Competitiveness Index of the World Economic Forum, the 3^rd best country in the world for business by Forbes Magazine due to the profitable business conditions.

A few very good reasons to start a Dutch business:

• One of the lowest tax rates in Europe: between 16.5% and 25% (15-21% from 2021)
• You don’t pay value added tax (VAT) for transactions within the EU
• The Netherlands has the largest number of treaties worldwide for double tax avoidance
• The Dutch have a solid reputation in global (e-)commerce
• More than 90% of the population speaks English and in most cases a second foreign language
• The Dutch labor force is highly educated and ranks 3^rd in the global top
• The Dutch offer an innovative international business atmosphere
• Foreign entrepreneurs and investors will profit from a stable legal and political climate and a plethora of outstanding international relations

The procedure for starting a Dutch business

If you want to be able to enjoy all the benefits the Netherlands has to offer, you will need to follow a certain procedure to establish your company here. This is where Intercompany Solutions comes into the picture. We can help you set up a Dutch business in just a few working days. We can also assist you to transfer your current business to the Netherlands. Our procedure consists of 3 general action steps:

Step 1

You will be asked to send in all the necessary documentation as well as proof of your identity, which we will check thoroughly. If you already have a company name in mind, we will check the availability of that name during this stage too.

Step 2

After all the checks we prepare all the documentation that will be needed to register your company. When these documents are finished, we send them over for you (and possible other shareholders) to sign. Once signed, you send everything back to us so we can start the registration process.

Step 3

With all the signed documents we go to a notary public, who will sign the deed of incorporation and submit the deed of formation to the Chamber of Commerce. You will then receive your registration number as well as your VAT number. Your company officially exists! If you wish, we can also take care of other matters such as applying for a Dutch bank account.

Contact Intercompany Solutions for more information

Intercompany Solutions has many years of experience in setting up businesses for foreigners, as well as handling a great many cases. We can help you with any question you might have related to starting a business in the Netherlands. From the permit you will need to finding the best Dutch bank for your business. Simply contact us for more information, and we will get back to you as soon as possible.

[1] Strauss, D. (2018, 9 October). Brexit explainer: what’s at stake for EU single market and customs union. Link: https://www.ft.com/content/1688d0e4-15ef-11e6-b197-a4af20d5575e.

[2] Neate, R. (2019, 23 January). Companies press Brexit panic button in further blow to Theresa May. Link: https://www.theguardian.com/technology/2019/jan/22/no-deal-brexit-panic-grips-major-uk-firms.

[3] European Union. (2018, 13 November). Trade | European Union. Link: https://europa.eu/european-union/topics/trade_en.

[4] Dutch Authority for the Financial Markets (AFM) (2018, 29 October) The Netherlands to become the centre of European financial trading post Brexit. Link: https://www.afm.nl/en/professionals/nieuws/2018/okt/trendzicht-2019

Updated 11-12-2019

In Holland, a joint venture is an agreement between at least two companies to unite resources in order to pursue a common commercial goal. Each company keeps its identity and carries liability for the losses and profits of the venture.

The investors involved in the creation of a Dutch joint venture first have to establish two companies in the Netherlands. Joint ventures are not specifically regulated for business arrangements of this type. Still, the companies forming the venture must comply with the national corporate law.

Our Dutch agents in company formation can assist you in forming a suitable joint venture meeting the current provisions for corporate control and management.

Joint Venture formation in Holland

A joint venture formed in Holland can be either corporate (between public or private companies or cooperatives) or contractual (of partnerships, limited or not). A corporate joint venture is formed between corporate entities that are legal persons (in contrast to partnerships) and therefore the companies must follow the Dutch Corporate Law. This important factor differentiates corporate from contractual joint ventures.

In Holland, companies and partnerships are subject to different requirements for annual financial reporting and accounting. Our agents in company formation can provide you with comprehensive information on this subject.

Requirements for joint venture establishment in Holland

All incorporated Dutch companies must undergo registration at the National Chamber of Commerce. Any joint venture performing commercial activities has to be formed by registered entities. In particular cases, joint ventures can be subject to the Dutch Act on Competition. On the other hand, contractual ventures must meet the requirements of the national contract law.

Holland has not enforced any commercial restrictions on joint ventures and they can be established in any area of business. This establishment type is not required to comply with specific duration. Still, if the entities forming a joint venture are meant to exist for a certain time period, then the same period will be valid for the joint venture.

If you need information on other legal entities or you want to incorporate a Dutch company, please, get in touch with our specialists in company formation.

International companies that do not reside in Holland can advertise their business interests and establish a presence in the country by opening a representative (liaison) office. According to the national law liaison offices are not classified as legal entities, since they do not function and exist independently; they are fully subordinated to and dependent on the international corporations that have established them in Holland.

Generally, international companies are interested in settling liaison offices in Holland for the purposes of marketing research: to introduce and promote products on the local market and sign contracts with resident business partners.

Activities of the local liaison office

Being fully dependent and subordinated to the international company that opened it, the Dutch liaison office cannot perform its own activities (it cannot manufacture goods or provide services). It can, however, support different operations of its parent corporation, e.g. commercial activities (advertisement, promotion and marketing). The Dutch liaison office can also collect information for the purposes of scientific research and similar activities that are auxiliary to the international company.

Dutch liaison offices often serve as intermediaries between their international parent companies and commercial partners in Holland, thus representing the parent companies (acting in their name/on their behalf).

Representative offices cannot generate profit, so international investors willing to establish their products and services on the Dutch market may opt for opening branches instead. Branches are also highly dependent on their parent companies but, in contrast to liaison offices, they can carry out actual business activities.

Dutch liaison office registration

Dutch liaison offices do not need to undergo registration at the National Commercial Chamber. They are considered as structures that simply collect and provide information/provide administrative services to their parent companies without involving any commercial activities. Therefore liaison offices are not taxed in Holland. (Read more on Dutch taxes).

Still, a Dutch liaison office can employ staff and, if so, it has to be registered with the appropriate local authorities for personal income tax. The non-resident individual acting as a Dutch liaison officer and representing the international company needs to apply for residence and work permits.

The Value Added Tax incurred by Dutch liaison offices may be refunded under particular conditions. A Dutch liaison office can receive a refund if its international parent company files regular requests with the local tax authorities.

The Dutch liaison office represents an initial step for international entrepreneurs planning to establish themselves on the market in Holland. At a later point the office may become a branch, if the entrepreneur makes a decision to broaden the range of his local operations.

If you need more information about Dutch liaison offices, please, contact our agents in company incorporation. They will answer your questions about setting up a Dutch business and can represent you in front of the respective authorities.

The present article considers the steps leading to company mergers or acquisitions in Holland. One such step is an investigation called “due diligence” (or DD). It aims to elucidate the actual state of the respective company.  DD allows for the assessment of potential risks with the aim to inform the final decision about the transaction and also to adjust the purchase conditions.

Agreement of confidentiality / non-disclosure

During the negotiation phase of merger and acquisition the parties often sign an agreement of confidentiality (non-disclosure), so that any confidential information shared with respect to the tentative purchase remains secret. In this way, the vendor reduces the risk of public disclosure of the supplied information. To minimize the risk further, sometimes penalty clauses are included in the agreement.

Declaration of intent (DoI)

After the agreement of confidentiality has been signed, the (eventual) purchaser has completed due diligence and the initial negotiations have been closed, the parties prepare a declaration of intent (DoI) that provides the conditions for further negotiations regarding the company’s acquisition. The DoI generally contains the following (the list is not exhaustive):

• that preliminary negotiations on company takeover are held between the parties;
• if the negotiations are exclusive (with exact exclusivity period);
• what conditions allow the parties to stop the negotiations;
• latest date for finalization of the acquisition;
• the conditions that need to be fulfilled (in the general case – completed due diligence) in order for the parties to proceed to the next acquisition phase.

Due diligence

During the second phase the purchaser performs an audit called due diligence examination (“DD”). This is an investigation intended to elucidate the state of the respective company and the possible risks, thus allowing the purchaser to make an informed decision on the potential transaction. The DD results are usually reflected in the conclusive purchase agreement terms and also in the statements and guarantees of the seller.

The following (non-comprehensive) list presents some common subjects to DD investigations:

• Human resources / contracts (for labour);
• real estate / contracts for tenancy;
• potential and current legal proceeding;
• rights to intellectual property and licenses;
• (civil) claims;
• insurance matters;
• finance;
• tax.

These details are key to assessing the company and setting its purchase price. They can serve as a basis for indemnities and guarantees in the agreement for purchase. In addition to the legal DD investigation, it is important to perform financial and fiscal (tax) DD examinations.

Vendor DD

Every so often vendors also carry out their own DD investigations (or vendor DD) even before the start of the negotiations for takeover. Company problems can be fixed in time to prevent unpleasant surprises in the process of negotiation.

Agreement of purchase

After the DD examination is completed and the results are in, the parties start negotiating on the provisions of the purchase contract. This contract includes clauses on the risks related to uncertain events, financial and other, and their distribution among the parties. If, for instance, the DD examination has shown that claims are expected from pension funds or tax authorities, the purchaser can request specific guarantees or warranties from the seller (or a change in the price of purchase).

Agreement of share/asset purchase

Company acquisition usually involves a share transaction. The purchaser acquires the company shares held by the vendor by means of an agreement on share purchase. Sometimes it is necessary to conclude a different form of transaction, e.g. if the company to be acquired is a general partnership or a sole proprietor, rather than a legal person. In such cases the companies are subject to transfer of liabilities and assets by virtue of agreements of asset purchase.

Signing the agreement of share or asset purchase

After the parties agree on the transaction conditions (incl. the legal transfer date and the basis of the transaction), they sign an agreement of share or asset purchase (or another form of agreement, such as a merger contract). This phase is often referred to as “signing”. Usually the legal title transfer takes place weeks or even months later for a number of reasons, e.g. to give the purchaser enough time to fund the transaction. Agreements of share or asset purchase can also include resolutive or necessary conditions that must be met and can specify the period before title transfer.

Concluding the transaction

The transaction is concluded after all the necessary papers have been prepared and all requirements therein have been fulfilled or have expired. Then the documents related to the transfer are signed and, if a share purchase is taking place, the actual shares are transferred. Most commonly transfers take place against purchase price payment (or a part of it, if there is an earnout provision). In the Netherlands transfers of company shares are performed via transfer deeds prepared by Latin notaries.

If you are interested in buying or selling company shares for a company acquisition, find our articles below:

• Buying shares in a Dutch company
• Selling shares in a Dutch company

The Private Limited Company (BV in Dutch) holding structure saves money and mitigates business-related risks.

As a minimum, the holding structure includes two companies: one is the active company performing business operations, and the other is a personal company holding shares issued by the active company. The law does not differentiate between BVs with respect to their function, therefore the terms “Active BV” and “Holding BV” have no legal meaning.

What is the general structure of a BV holding?

Two Dutch BVs are incorporated using the services of a notary. The first BV performs the business operations of the structure (Active BV). The second BV is a holding company which remains mostly inactive (Holding BV). The owner of the business holds all shares issued by the Holding which, in turn, holds the Active BV’s shares. Our explainer video explains different aspects of the Dutch BV and the Holding structure.

If two shareholders (SH 1 and SH 2) plan to set up a single active company and to hold equal amounts of its shares, the usual scenario is the following: One active BV performing real business operations is incorporated using the services of a notary. Then two holding companies are incorporated above the active company. Both of them own 50% of the active BV. Holding 1 is fully owned by SH 1, while Holding 2 is fully owned by SH 2.

Advantages of the holding structure

The Dutch holding offers two main advantages to entrepreneurs with respect to their business: lower tax burden and decreased business risk. Holding structures may provide tax advantages. The main benefit is the Dutch participation exemption (“deelnemingsvrijstelling” in Dutch). 

How to know if a Dutch holding structure is suitable for your company?

Most tax advisors in the Netherlands would say that setting up just one private limited company is never enough. The incorporation of a holding where the owner of the business is the shareholder is usually more beneficial in comparison to a single BV. In particular situations we certainly recommend setting up a holding, e.g. in case your industry involves higher business risks. The holding BV provides an additional layer of protection between you as the business owner and your actual business activities. 

Practical advantage of the holding structure

When you sell (partially or entirely) the shares issued by your Active BV, the profits from the sale are transferred to the Holding BV. Holding companies do not pay taxes on realized profits from selling shares issued by Active BVs. The resources accumulated by the holding can be used for reinvestment in another business or retirement benefits.

If you own shares of the active company, but you have not yet established a holding, you will need to pay from 19 to 25,8% corporate tax with respect to the profit in 2024. 

In case your holding owns shares in multiple private limited companies, you don’t need to pay off a wage from each stake. This saves money from income tax, administrative procedures and fees. If the holding owns ≥95% of the active BV’s shares, the two private limited companies can file a request to be treated as a single fiscal unit by the Tax Administration.

This allows you to easily settle expenditures between the two companies and gives you an advantage with respect to the annual tax liabilities. The active company (subsidiary) and the holding (parent company) are considered as one taxpayer and therefore you are obliged to submit one tax return for two private limited companies. By keeping shares and profit reserves (including real estate, pensions savings, company cars) in a holding, you are protected from losing accumulated gains if the active company goes bankrupt.

Participation exemption (deelnemingsvrijstelling)

Both the holding and the active limited companies need to pay income tax. Still, double taxation of profit is avoided thanks to the so called participation exemption. According to this measure profits/dividends of the active business can be transferred to the holding free of taxes on corporate income and dividends. The main condition that needs to be met in order for this measure to take effect is that ≥5% of the active company’s shares are owned by the holding. Our specialists can support you throughout the process of company establishment. Please, contact us, to receive guidance and further information.