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

Trading companies in the Netherlands

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

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

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

Setting up a trading company in the Netherlands

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

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

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

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

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

The Dutch company register

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

How to register in the Dutch trade register

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

Before you can be registered with the Dutch Company Registry, however, you must complete the necessary forms to obtain approval for your company name. This will ensure that you are legally allowed the rights to the company name you wish to do business under. Intercompany Solutions can also help you submit your company name to the Dutch Company Registry for approval. Intercompany Solutions can assist you with registering at the Dutch trade register. Most commonly for a Dutch company registration would be a B.V. company, a BV needs to be registered at a Dutch Notary. The registration in the Chamber of Commerce finalizes the process of your Dutch business registration.

Netherlands company register online

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

Dutch Business Register Services

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

Associations and memberships

We are constantly improving our standards of quality to deliver impeccable services. 

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How to set up a Dutch BV company

Last Updated: 6 May 2022

Foreign entrepreneurs and international companies starting new activities in the Netherlands, often set up a Dutch BV company. To incorporate limited liability companies (LLC), in Dutch ‘’Besloten Vennootschap’’ (B.V.)
The Netherlands
 BV company is similar to the English Ltd. or The German UG company.  The Netherlands BV is also the most common type of company structure for establishing a holding company in the Netherlands.

Main traits of the Dutch BV:

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Requirements to set up Dutch BV

For Opening a BV in the Netherlands, The Dutch BV may have founding members which are (foreign) companies or individuals. The Dutch Company Law allows the newly set up Netherlands BV to be formed with one or more director(s) who may be the shareholder(s) as well. The main advantage of a Dutch BV company, as opposed to the Dutch NV company, is the minimum share capital of €1. Most entrepreneurs however, opt for a share capital of €100. (100 shares of €1)

The first financial year of the company may be an extended year, for example: If you start a business on 10-10-2022, your first fiscal year may be from 10-10-2022 until 31-12-2023.

The main requirement to set up a Netherlands BV or Dutch limited liability company is to have a local Netherlands business address. How to form a company in the Netherlands.

The main steps of registering a Dutch BV

A public notary will draft the articles of association. The official documents in Dutch should contain information on the management board, shareholders, the companies business activity, the share capital and registration address. After drafting the articles of association and the formation deed, the procedure for registration will start. The main steps include:

Bank account opening for Dutch BV

It is necessary for a Dutch BV to have a corporate bank account. The bank account may be set up after the company is formed. After the bank is incorporated, the company capital may be transferred. The bank account is necessary to perform day to day business activities and for the share capital deposit. It is recommended to set up a Netherlands BV company to obtain a Dutch bank account. In many cases, the company bank account can be opened remotely.

VAT Registration

It is highly recommended for most businesses to perform a VAT registration. With an active VAT number, the company does not need to charge any VAT for transactions between European member states. As well as the VAT paid in the costs of the businesses (rent, purchases of stock and inventory) may be claimed back by the company.

Dutch BV business permits

Certain company activities need permits or licenses granted by the government or supervising authority. In most cases the licenses can be arranged easily, the most difficult licenses are in the financial services or payment industry.

The Netherlands ”Flex BV”

Because of the popularity in other countries with limited companies, the Dutch government in 2012 decided to simplify the regulations on the Dutch BV. The current BV companies are known by law as ”Flex BV”, standing for flexible. The flex BV has the same status and traits as an older regular BV company, however, it is more easy to form a Flex BV. For example, the required capital for the Flex BV is €1. Before the regulations were reformed, the required capital was €18.000.

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Advantages of a Netherlands BV company

The Netherlands BV is a very flexible and competitive entity. It has many advantages and can be used for different purposes. The most popular uses are:

The NV Company Has No Share Restrictions, The BV Shares Can Only Be Transferred By Notary Deed
The Share Capital For A NV Has A Minimum Requirement Of €45.000, For The BV This Is Only €1
A NV Can Be Listed On A Public Stock Exchange, A BV Company Is Only For Private Shareholders.
A NV Needs To Have A Board Of Directors And Has More Strict Requirements, The BV Needs Only A Director And A Shareholder.
The NV Is Usually Only Formed By Public Companies.

Dutch BV taxation

The Netherlands has over a 100 international tax treaties, this is more than any other nation in the world. The BV is deemed as a resident in the Netherlands by law, however, a local business address is needed. Companies which are registered for taxation have to pay corporate tax on the profits, the corporate tax rates range from 15% up to €395.000 profit, and 25,8% for the amounts above that. In the coming years, the Netherlands is planning to lower the corporate tax rates to appeal to more foreign companies.

Profits taxation

2020: 16.5% below €200.000, 25% above
2021: 15% below €245.000, 25% above
2022: 15% below €395.000, 25,8% above

The VAT rates are 9% for the lower rate and 21% for the upper VAT rate. The rates depend on the activities on which the VAT is charged. (9% VAT for the lower VAT rate is valid since 01-01-2019). Netherlands based companies need to pay tax on their worldwide income, nonresident companies only need to pay tax on certain incomes.

Publication of the annual statements of the Dutch LLC is limited to a few requirements. Such as: The notary incorporation deed, the share capital and details on the directors and board members. The incorporation deed has information on internal processes and decision-making. Such as, the responsibilities of the directors, the rights and obligations of the shareholders. The shareholders may vote to appoint the director(s) of the company. Larger corporations may have board members. The majority shareholder(s) and directors are registered to be affiliated to the company, in the Chamber of Commerce.

Assisting entrepreneurs with compliance

Intercompany Solutions has specialized in assisting and setting up Holland BV companies for foreign entrepreneurs. Possible services are: Appointing a corporate secretary who manages activities such as acquiring a local bank account, apply for an EORI number or maintaining the company documents. The director(s) and/or board of the company are responsible for fulfilling the tax obligations and maintaining of proper accounting. The Netherlands BV company needs to file VAT tax returns, either quarterly or monthly.

Annual reporting requirements for Dutch BV’s

The Dutch B.V. is obligated to prepare annual financial statements for the shareholders. The annual statements have to be prepared according to the rules written in the civil code of the Dutch company law. Annually the company is required to publish a limited balance sheet, this is usually done by your account. Strict auditing requirements are necessary for companies who have over 12.000.000 EUR turnover per year, a balance sheet of over 6.000.000 EUR or more than 50 employees. The publication of the annual statement needs to be made at the Dutch Company Register. This publication needs to be made within 13 months after the end of the year. The director(s) can be held liable in case of late publication. Every year, the shareholders should hold a general meeting. The purpose of the meeting is to discuss the annual report and review the management’s performance. The meeting between privately owned companies is generally an informal event, as shareholders are quite familiar with each other and do not see a need to keep official notes of the meeting.

About Intercompany Solutions

Operating since 2017, our company has helped thousands of clients from 50+ countries to set up their businesses in the Netherlands. Our clients range from small business owners opening their first company, to multinationals opening a subsidiary in the Netherlands. Our experience with international entrepreneurs has allowed us to perfectly adjust our processes in order to ensure the successful establishment of your company. Customer satisfaction is guaranteed for all the services we offer. Our scope of expertise:

Starting A Dutch Business, Complete Package;
Accounting;
Assistance With Local Regulations;
Opening A Bank Account For A Foreign Person;
Application For Issue Of An EORI Or VAT Number;
Secretarial Support: Premium Package.

Associations and memberships

We are constantly improving our standards of quality to deliver impeccable services. 

Media

Intercompany Solutions CEO Bjorn Wagemakers and client Brian Mckenzie are featured in a report for The National (CBC News) ‘Dutch Economy braces for the worst with Brexit’,  in a visit to our notary public on 12 February 2019.

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BV Incorporation FAQ

Can I incorporate a BV remotely?

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

Can anyone establish a Dutch company no matter where they are located?

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

Can I open Dutch Bank Account?

Certainly, our company will guide you in opening a Dutch bank account. In many cases the bank account can be opened even remotely!

What is the cost of opening a BV in The Netherlands?

An incorporation is possible from €1.000, depending on your requirements. If you are looking to open a bank account or if you want to have assistance with VAT application and accounting services.

Do I need to speak the language?

No, our incorporation agents will make sure you can go through all procedures in English, Italian or Spanish. Dutch officials will be able to communicate in English, and often in German and French as well.

Can I apply for residency in the Netherlands?

The first step in applying for residency as a Non-EU entrepreneur is to set up a company in the Netherlands, afterwards an application may be made with the Dutch immigration services. Our consultants will be glad to introduce you to our immigration partners.

Do you assist in ongoing company management?

Yes, our a company can assist with our secretarial services, providing assistance for ongoing activity of your newly set up Dutch BV company. Such as tax compliance, accounting and secretarial services.

Our Dutch incorporation agents can help you start a business in the Netherlands. 

Open a STAK Structure in the Netherlands

A STAK structure (Stichting Administratiekantoor in Dutch) is a type of Dutch Foundation available in the Netherlands. It is a voting trust foundation, but there are no shareholders or share capital, which makes the entity slightly different from other corporate structures.

To create a Dutch STAK foundation you must acquire a notarized deed written in the Dutch language. This deed will state the name of the foundation, the primary activity of the foundation, and the names of the directors, among other requirements. No government authority is involved in the creation of a STAK and it acquires full legal capacity solely through its creation.

Characteristics of the STAK Structure

A STAK foundation can be used to buy shares of other companies. The STAK must then issue exchangeable depositary receipts to the owner of the shares. The STAK thus enters into an agreement with the owner of the shares, transferring legal ownership of the shares to the STAK, while the original owner maintains economic ownership of the shares. In this way, the original owner of the shares (now the depositary receipt holder) will receive any dividends from the stock, even though he or she is no longer the legal owner of the shares.

The directors of a STAK are not usually liable for the debts of the foundation, though there are some exceptions to this rule. For instance, they can become liable if administrative procedures were not followed correctly.

A STAK structure can also acquire and manage assets in its own name. Then it can issue certificates to the directors attesting to the economic value of the foundation’s assets. These certificates are binding and enforced by contract.

The main regulatory document of a STAK structure is the trust conditions document. This establishes the legal relationship between the STAK and the depositary receipt holders. There is no one way to draft a trust conditions document since each STAK is formed for a different purpose. The only rule one must follow when drafting this document is that it must conform to Dutch contract law.

Benefits of the STAK Structure

The STAK structure was first created as a way to promote charitable or non-profit foundations. It has now become more well known as a legal form of asset protection. This is because the STAK structure separates legal and economic ownership of stock in other companies.

There are also tax benefits to forming a STAK. First, holding investments in a STAK is not considered a business activity, and a STAK is taken as transparent for country’s tax purposes. Therefore, it is not a subject to the Dutch corporate income tax. If the depositary receipt holders do not live or conduct business in the country, and their investment are not actually located in the country they would not be a subject of the Dutch tax liability on profits or capital gains.

The STAK structure limits disclosure of ownership since the STAK itself is the legal owner of shares. It can also function as an inheritance planning vehicle.

Media

Intercompany Solutions CEO Bjorn Wagemakers and client Brian Mckenzie are featured in a report for The National (CBC News) ‘Dutch Economy braces for the worst with Brexit’,  in a visit to our notary public on 12 February 2019.

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Contact us

If you would like to receive more information about the STAK or it’s possibilities, please contact our Dutch agents. Our incorporation agents can assist you in selecting the correct foundation or STAK structure for your needs.

You can also check find our article on starting a Dutch foundation. For more information on the other types of the Dutch foundation.

Starting a Dutch Foundation

Thanks to the Netherlands’ loose government regulations and minimal taxation burdens, as well as their fair international codes, the Netherlands, provides entrepreneurs with a unique location to build a prosperous enterprise. If, however, one is unaware of the appropriate steps needed to found a Dutch foundation, they may easily breach the country’s guidelines and procedures. In this article, we will detail all necessary topics to know prior starting a foundation in the Netherlands.

What is a foundation?

A foundation is a private legal entity, not associated with the government, that has no members and in which the revenues are used for non-profit purposes, such as a charity fund.

Unlike other Dutch companies, foundations within the Netherlands do not have to follow the regulations of the Dutch Commercial Code. They belong to the Civil Code. The Civil Code provides foundations with the opportunity to be recognized as a separate, legal identity, distinct from its founder(s). When under the Civil Code, no shareholders can be acquired, and profits must be used for non-commercial purposes if registered as a Special Purpose Entity.

Read here on other company types in the Netherlands. 

Taxation on foundations

Dutch foundations are a peculiar organization when it comes to Dutch tax regulations. While they are an enterprise, they differ from businesses as their profits aren’t used to accumulate personal wealth, but rather to give back to the community in some way. This is the reason why the Netherlands provides foundations with options to choose how their taxes will be mandated. The options are broken down into two paths: special purpose entity or commercial registration.

Special Purpose Entity

Special purpose entity, or SPE, for short, applies when a foundation strictly agrees to engage in no commercial commerce in regards to their enterprise. While they are still allowed to make a profit and use the money to fund overhead costs such employee salaries, there are many restrictions on how their net profits are spent. This is to avoid companies claiming they are non-for-profit organizations to get a tax deduction while still earning profits and not donating the funds.

Commercial Registration

Commercial registration can be achieved for foundations. This option is for foundations who want to allocate a significant portion of their money for non-profit purposes but still would like to be involved in retail service applications. Since commercial foundations engage in commerce, they face Dutch taxation, although it is still generally less than other corporate entities.

The Dutch STAK foundation

The Dutch STAK is a legal entity that differs from a regular foundation. The STAK foundation is formed to hold the shares of a private company. By using the STAK to hold the shares, you are able to separate the economic ownership from the voting rights. This feature of the STAK could be useful for estate planning, where the heirs can receive economic benefits, without having voting power in the company.

If you would like to receive more information on Dutch Foundations, please contact our local incorporation agents.

There are several types of legal entities (rechtsvormen) that entrepreneurs can establish in the Netherlands. They can be classified into two groups: Incorporated (compulsory legal form) and unincorporated (legal form is not mandatory).

Our Netherlands-based company formation agents can assist you in selecting the correct company type for your business.

Incorporated business structures (Rechtvorm met rechtspersoonlijkheid)

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Incorporated businesses must have a legal form (i.e. a corporate personality or legal entity) represented by a deed prepared by a notary. This form protects the owner from potential debts incurred by the company.

In the Netherlands there are five types of incorporated structures:

1. The Dutch Private Limited Company (BV)

Dutch: Besloten Vennootschap

Private limited liability companies are the most common form of companies within the Netherlands. It is similar to the German GmBH, the American LLC, or the English’s Ltd. Limited liability companies are businesses in which equity is divided by shares. The private limited company Dutch BV is commonly employed by entrepreneurs investing in the Netherlands. The Dutch company act is renewed, therefore a Dutch BV no longer requires a minimum capital deposit. One shareholder is the minimum requirement for a Dutch BV and the liability is limited to the capital deposited. The shares of the Dutch BV are transferable by notary deed.

2. The Dutch Public Company (NV)

Dutch: Naamloze Vennootschap

The Netherlands public company or NV is the most popular legal form for companies who may be listed in the public Stock Exchange. The capital requirement for the NV is 45,000 euro. Public companies are businesses in which a portion of the stock or share is available on the Dutch stock exchange for members of the general population. They can invest capital in order to garner shares in the business. The characteristic of the NV company is that shares are freely tradeable, as compared to the Dutch BV where the shares are privately tradeable and involve a notary deed. The current largest public Dutch company title belongs to the oil industry giant, Royal Dutch Shell.

The Dutch Private Foundations

Dutch: Stichting 

A Dutch foundation is a legal private entity with the sole intent to benefit a certain cause, whether for personal profit, social causes or charity. The process of incorporation is fairly straightforward and ideal for charities, small family businesses, and estate planning. The Dutch Stichting may be used to minimize tax. 

1. STAK Foundation

Dutch: Stichting Administratiekantoor

The Stak Foundation is commonly used for separating the economic ownership and the control of the company by certifying the shares. The certificates may be granted to an heir, while the board of the foundation is in charge of the management of the entity. This results in unique tax planning capabilities

2. Charitable Foundations

Dutch: ideële organisatie 

The Dutch law differentiates between two foundations with specific purposes, the ANBI and the SBBI. The ANBI is commonly used for general purpose charitable foundations and may be granted by the tax authorities to charitable foundations (this may result in significant tax advantages for the ANBI and the donators). The SBBI is a foundation with the purpose of unifying members in a certain goal, such as an orchestra.

3. The Dutch Associations and Cooperatives

Dutch: Vereniging en coöperatie 

Associations are usually established as non-profit entities. Most local sports associations use this type of entity, the members pay a contribution to fund the associations’ collective costs. Cooperatives are characterized as associations which pay directly to the members. A cooperative could be a group of small shops in the same neighborhood making a collective marketing effort.

Notary services

All legal entities established for the purpose of doing business are set up through a Latin notary (notaris). The notary prepares a deed and registers the entity at the Commercial Chamber (KvK). It should be noted that incorporated structures usually pay additional taxes. A notary can assist in making deeds for company incorporations. To change your current company type we recommend to seek the guidance of a professional corporate agent.

Liability of incorporated business forms

All incorporated businesses have a common defining aspect: when you set up a firm as a legal person or entity your private property cannot be seized to cover any debts of the business. In case of negligence, however, you may be considered personally accountable. You need to be fully aware of the responsibilities you are taking on by registering an incorporated entity. If you do not fulfill your tax and administrative obligations, you may be fined by the Tax Office (Belastingdienst).

Taxation of incorporated entities

In the Netherlands businesses having a registered legal entity are subject to different taxes in comparison to unincorporated structure or individuals.

Corporate tax A distinct requirement for all legal form businesses is the payment of corporate tax (venootschapsbelasting) which is a type of income tax levied on profits. In some cases, associations and foundations are not liable for corporate tax. The rate of corporate tax is lower than that of income tax. This is one of the major factors for entrepreneurs to set up incorporated businesses such as private limited companies. The administration, however, is rather complex and yearly costs may be higher. Usually, a significant turnover is necessary to compensate for these expenses. 

Corporate tax rates in the Netherlands  The corporate tax for taxable amounts up to or equal to 245 000 EUR is 15% and 25% for amounts higher than 245 000 EUR. 

Tax on dividends Private and public limited companies are liable for dividend tax (or dividendbelasting in Dutch) at a rate of 15% on profits paid to the shareholders. Then the shareholders must pay 25% tax on the received amount.

Yearly financial statements Businesses with legal forms are obliged to prepare and submit yearly financial accounts and reports to the Tax Office and the Chamber of Commerce.

Profits taxation

2020: 16.5% below €200.000, 25% above
2021: 15% below €245.000, 25% above
2022 15% below €395.000, 25,8% above

Unincorporated business structures (Rechtvorm zonder rechtspersoonlijkheid)

Unincorporated business structures are not required to have a legal form (e.g. notarial deed). The private assets of the owners, however, can be seized to cover outstanding debts of the business. Such businesses can be established at the Commercial Chamber without the participation of a Latin notary.

1. Taxation of unincorporated businesses

Businesses without a legal form need to pay VAT, income tax and payroll tax (if they have employees). Several tax incentives are available. In contrast to incorporated companies, businesses without a legal form do not owe corporate taxes.

2. Liability of unincorporated business owners

The main disadvantage of having a business without a legal form is the lack of distinction between business and private property. If the company has outstanding debts, the debtors can claim the owner’s personal assets. Therefore, in case of bankruptcy of the business, the owner goes personally bankrupt, if he/she does not have sufficient assets to cover the debts. The assets of the owner’s spouse can also be seized, if their marital property is common. In order to avoid this problem, spouses are advised to change their nuptial agreements.

Business structures without legal form

In the Netherlands there are four types of unincorporated business structures:

1. The Dutch Sole Proprietorship

Dutch: Eenmanszaak

The Dutch sole proprietorship is the business form most independent workers choose for. The tax filings for the one-man-company are the same filing as for natural persons. The business’ tax number is the social security number of the owner. If the company has any debts, the owner is personally liable, therefore many entrepreneurs prefer to establish a limited liability company to mitigate the entrepreneurial risk.

2. The Dutch Partnerships

Partnerships have two shareholders, or a group of investors equally liable and responsible for the actions or repercussions carried out by the enterprise. In the Netherlands, there are two categories of these partnerships, private and public. The partners of a general partnership can be jointly held responsible for the full liabilities of the partnership, while severally accountability may apply under normal circumstances regarding the company’s obligations and debts. The limited partnerships in the Netherlands consist of a general partner and a silent one.

The General Partnership (Dutch: Vennootschap onder firma) Private partnerships are when two or more individuals hold the same amount of equity stake in the corporation and therefore are equally liable for the actions, debt, and litigation accrued by the company.

The Professional Partnership (Dutch: Maatschap) The professional partnership includes two or more partners, each of which is responsible for his or her own claims. The professional partnership is suitable for dentists, lawyers, accountants, and other self-employed occupations.

The Limited Partnership (CV) (Dutch: Commanditaire vennootschap) The Dutch CV consists of 2 or more partners. One of the partners assumes the role of the general partner who will manage the company. The general partner is not limited in liability. The other partner(s) is referred to as a ”silent partner”. The silent partner is limited only to his capital contribution. The silent partner may not be involved in the management of the company.

Are you interested in establishing a business in the Netherlands? Our incorporation agents can guide you throughout the whole process!

VAT IN THE NETHERLANDS

 

The Netherlands uses a value-added tax system (VAT), which is named Belasting toegevoegde waarde (BTW) in Dutch. This system is very similar to the system that is used in other countries of the European Union. Not all transactions are subject to VAT, but in Holland, it is very common to charge this value-added tax. The regular tax rate is 21%, and this rate is charged on (almost) all goods and services by businesses within Holland.

If products are imported from outside the EU, this VAT rate may also apply. The Netherlands  also uses a special lower tax rate. This rate was 6% for many years, and it applies to specific goods and services, for instance, food products, medicine, art, antiques, books, entry to museums, zoos, theaters, and sports. This rate has been increased to 9% as of 2019.

The value-added tax (VAT) is a broadly based consumption tax that all EU countries use, including the Netherlands. As a consumption tax, the burden of paying it is placed on the final consumer of the goods or services. While all EU countries apply a VAT tax, each member country can make decisions about what to tax and on what rate levels. VAT in the Netherlands is considered an indirect tax because it is first paid to the seller of the goods or services. The seller then pays the tax to the revenue authorities.

More information about the Dutch VAT rate

The value-added tax rate in the Netherlands is rather straightforward. However, there are some exceptions that can make it harder to understand every little detail. If you want to be sure you are doing everything right, it would be best to hire a consultant who can guide you through the process. Intercompany Solutions for example. We can help to set up your business in the Netherlands. We provide corporate solutions for investors and companies worldwide, and serve international clients who are interested in company formations and corporate services. We help entrepreneurs with all aspects of their company setup. Read more on setting up a business in the Netherlands.

The different VAT rates in the Netherlands

The Netherlands has several VAT rates and a list of goods and services that are VAT-exempt. The main, general Dutch VAT rate is 21% and this has been so since 2012. This rate applies to most goods and services.

There is a special VAT rate of 9% that applies to a subsection of goods that are considered necessities. The goods include foods and drinks (but not alcohol), livestock meant for agricultural purposes, medical necessities (such as prescription medications), most reading materials, and seeds for use in agriculture and horticulture. Materials purchased for home renovations are also sometimes taxed at this rate, depending on the age of the home. There are a few services that are taxed at this lower 6% rate, as well. Among these are hairdressing services, vacation rental homes, public performances that are considered artistic (plays and musical performances), and most transportation services.

A zero VAT rate is applied to items that are not consumed in the Netherlands. If they are shipped to and consumed outside the EU, then no VAT will be applied. Likewise, if the goods are purchased by a legal business entity within another EU country, then that entity is responsible for charging VAT to the final consumer in the country in which it exists. However, if the goods are sent to a final consumer in another EU country, then you must charge VAT in the Netherlands.

VAT exemptions in the Netherlands

The Netherlands also has a number of exemptions; visible exports are amongst these. These are zero-rated. If VAT exemptions apply, you don’t have to pay the tax, and you also cannot deduct it. There is a list of services that are completely exempt from VAT in the Netherlands. By being exempt, the state does not charge any tax on them whatsoever. These exemptions include medical services provided by a doctor or nurse, banking services, insurance advice and services, childcare services, and educational services.

Journalistic services are also VAT exempt, but only if the service provided by the journalist is deemed to be intellectual property and is only that journalist’s original ideas. Determining what is and what is not VAT exempt can be tricky, and it is suggested that you always speak with a local advisor to ascertain your particular VAT status. It is not possible to claim a refund of the VAT that is charged over the costs and investments that are related to the goods and services that fall under the VAT exemptions. Goods and services that are exempted from VAT are: letting or selling immovable property (provided that the building is more than 2 years old), healthcare services, childcare, care services and home care and other similar topics.

Are there any other tax exemptions in the Netherlands?

These aren’t the only tax exemptions in the Netherlands. Other tax exemptions are sports organizations and sports clubs, services supplied by socio-cultural institutions, financial services and insurances, services supplied by composers, writers, and journalists, education, and fundraising activities. There is also an agricultural scheme in place, which applies to agricultural and livestock farmers, foresters, and market gardeners. All the goods and services that are provided by these entrepreneurs are also exempted from VAT. This scheme is called ‘Landbouwregeling’. All other tax exemptions in Holland can be requested from the Dutch tax office.

Tax-free shopping

A topic that needs some special attention is tax-free shopping. If you want to offer goods to customers who desire to shop tax-free, then you will need to take some extra measures and precautions. For example, you will need to check their ID or passport to make sure that these customers live outside the EU. Another requirement is that the goods you sell will leave the EU with the customer. In cases that you do charge VAT, you can return in to the customer at a later stage. You can achieve this by supplying your customer with an invoice, that also mentions the customer’s ID number. They will need to have this document signed by customs for export. Once the invoice is signed, they can send it back to you and you can refund the VAT they paid.

VAT rate for foreign entrepreneurs

If you are doing business in the Netherlands, but your business is established outside the Netherlands, then you will have to deal with the Dutch regulations. If the service or product you provide is supplied in the Netherlands, you usually have to pay value added tax here. However, in reality, the tax is often reverse-charged to the person who receives the service or product. If this is not a possibility, you have to pay the value added tax in the Netherlands. Reverse-charging VAT is possible if your client is an entrepreneur or a legal entity, established in the Netherlands. In that case, you can exclude the tax from your invoice and state ‘VAT reverse-charged’. You are allowed to deduct the tax charged over any costs related to this transaction.

VAT registration in the Netherlands

If your company provides any goods and services for consumption in the Netherlands or the EU, then it must register for VAT. Once you are registered, you are required to submit annual VAT returns and make regular payments to the revenue service of VAT you have received. These VAT submissions can now be made electronically. Payments can be made either monthly or quarterly. Some smaller companies that collect very little VAT may be able to make one annual VAT return and payment, instead of paying regularly throughout the year. You should consult with an advisor to determine if your VAT payments are low enough to qualify for a single, yearly payment.

Please contact our Dutch advisor for further details about VAT issues in the Netherlands. We can advise you on tax exemptions, and what you must do to qualify for them. We can also assist you with the submission of annual tax returns and help you register your company for VAT in the Netherlands.

Private or Public Liability Company (BV vs. NV)

The Netherlands is ranked as one of the most favourable locations for corporate ventures in all of Europe. That being said, while the Netherlands does provide unique advantages for a business to thrive, it is vital to find the right type of company to suit your needs. In this article, we will make a distinction between a private limited liability- and public liability company Netherlands, also known, in Dutch, as BV and NV. We will also discuss what is best suited for your individual business.

Private Liability Company (BV)

A private liability company differs from a public liability company in the way that a private company does not have their stock available for public purchase on the stock exchange. However, a private Dutch company is still considered a legal entity separate from its shareholders and has its own identity in the eyes of the law for litigation or taxation purposes. Additionally, private liability companies must also register in the Dutch Trade Register in order to engage in commercial activity.

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Public Liability Company (NV)

There are many steps to forming a public liability company, but with the right guidance, these actions are quick and simple. Furthermore, as a public liability company, a portion of your shares will be available for purchase on the stock exchange. Be diligent how many shares are available on the international stock exchange, as, although rare, some companies have been bought out by random members of the public.

Characteristics of the Dutch NV

The Dutch Trade Register

Both the Dutch BV and the Dutch NV need to be registered in the Trade Registry in the Netherlands, registering your business is mandatory for almost all legal business practices. The Dutch Trade Register serves to provide a legal framework that enables a corporation to act as its own entity in terms of liability and taxation. Moreover, the Dutch Trade Register provides an authenticity for companies when dealing with customers and interacting with other businesses. The business register includes the following information:

  • Legal name
  • Address
  • Phone number
  • Fax (if applicable)
  • E-mail contact
  • URL (if applicable)
  • Description of business, including service, product, the number of current employees, branches, etc.
  • A liable correspondent of business

What is best for me?

First, we should make one thing clear: there is no clear answer to the above question. As a business evolves throughout its lifecycle, it’s priorities change, and its benefactors to either public or private may alter. Thankfully, if this occurs, a private company may change its listing to a public listing and start selling on the stock exchange. This exchange is known aptly as ‘going public.’

Nevertheless, private companies are usually suited for companies who would rather gain strategic investors in exchange for greater portions of equity, or those who simply do not meet the 45,000-minimum euro requirement. Moreover, public companies are able to gather large amounts of revenue fairly quickly in exchange for their stock.

If you would like to receive more information on starting a company in the Netherlands, please contact our experienced business advisors.

The Netherlands is a country that has always implemented eco-friendly laws and practices, largely due to the environmentally-conscious government. As an effect of the ‘green’ technologies that have been implemented in the country, statistics have shown that The Netherlands has experienced a great surge of financial success.

Our company formation specialists are able to give you more information on how to get your company to go green!

Green Growth vs Carbon Tax

The Organization for the Economic Co-operation and Development (OECD) defines green growth as a set of 6 environmental and economic factors. They are environmental efficiency, raw material efficiency, natural resources, environmental quality, green policy instruments, and economic opportunities.

The latest data presented by Statistics Netherlands showed that there have been significant improvements in these 6 factors from the period of 2000 to 2016.

A global carbon tax has been proposed for many years. Thus increasing the cost of pollution on the enviroment for big corporations. Will this actually lead to more energy concious decisions? Or will the combination of stimulation, and crafty tricks by big corporations mean this is yet another tax that can be avoided. A carbon tax will lead to big corporations ''buying and selling carbon certificates'' to compensate for carbon emissions.

The Carbontax organisation in UK promoted the idea of introducing a carbon tax. A carbon tax will not save our enviroment single-handedly. But it could price-in the enviromental effects and destruction of companies' doing.

Nowadays, big corporations can buy carbon certificates from companies that compensate their carbon impact by renewable or green projects. Which will look good on paper. But in reality, will it change anything?

Will the proceeds of these taxes actually be invested in renewable projects by the governments receiving these taxes? Or might it be used for other internal policies. If actions are taken on the European level, rules might be applied more effectively. And more difficult for corporations to avoid. In this way it is possible to avoid any single nation to have to sacrifice it's own economy or competitiveness.

If only one nation takes action, multinationals in that nation could simply move their headquarters a few hundred kilometers, to the nearest border if this avoids high costs. Or they may negotiate a deal with that country, to get favourable treatment.

Green growth in the Netherlands

The Dutch economy has increased as an effect of the environmentally friendly laws and regulations of the country. The Netherlands is still dependent on fossil fuel as the main energy provider, but through the use of green resources, the country has been able to decrease greenhouse emissions as well as carbon dioxide emissions.

The Green Growth report as issued by Statistics Netherlands also shows that the ecological footprint of the Dutch population is decreasing. This shows that biodiversity in the country is definitely improving.

The Dutch Central bank is expecting the impact on the Dutch economy from Carbon Tax to be relatively modest. And might be used to improve the ecological footprint by using the earnings to stimulate alternative energy needs.

Furthermore, the reports show that the Netherlands is using its raw materials in a cost-effective way because recycling is encouraged in both personal and corporate capacities.

Our company formation agents can answer all your questions about the environmental laws of the Netherlands and the process of establishing a green business in the country. You can also read our article on how to open a company in the Netherlands.

In the recent Global Competitiveness Index, it was published that the Netherlands reached the fourth position on an international level. The index issued by the World Economic Forum showed that the country excelled in education, primary health, infrastructure and business etiquette.

The country has fared well in recent years and managed to retain the same position as last year. It continues to perform well in maintaining a stable profile for competitiveness, as well as in other fields of business. Education and training are still two of the most important fields that the Dutch continue to invest in, and it is due to this that the workforce remains highly qualified. The report also showed that the country ranked 9th in terms of technology, which is growing at a rapid rate in the state.

Read more on the latest Dutch economic developments.

Strong points of the Netherlands

The Dutch are known for their innovative thinking and developments, and this reflects on their business sector as well as their ability to keep up with global trends. One of the strongest aspects of the Netherlands is their transportation infrastructure that is only surpassed by Germany in this regard.

The top ten countries in the Global Competitive Index were as follows: at first position was Switzerland, followed by Singapore, USA, Finland, Germany, Japan, Hong Kong, the Netherlands, the UK, and lastly, Sweden. It was comprised out of 144 countries from all over the world.

If you would like to receive information on opening a company in the Netherlands or the Dutch legislation regarding foreign investors, you can contact us today.

In the wake of the Brexit referendum, entrepreneurs are taking steps to safeguard their businesses.

Although Article 50 has not been invoked yet, many entrepreneurs are already planning how to secure the future of their business.

Many United Kingdom based businesses have to cope with the economic uncertainties after the outcome of the Brexit referendum; to separate from the European Union. There is no saying whether the Brexit will be beneficial or highly unfavourable for UK-based companies.

Entrepreneurs are now choosing for stability and security by incorporating a Netherlands-based company or subsidiary.

Why should you consider moving to the Netherlands?

Even though most of the population voted ‘’out’’, there are many international UK-based businesses that are ultimately dissatisfied with the decision. Many corporations, from trading companies to large financial institutions have considered the opportunity to move their business to the Netherlands or are in process of doing so. The decision to establish a business in the Netherlands could turn out to be essential. As the Netherlands is located in close proximity to London, it seems like a practical and efficient move to relocate your company there. The Netherlands is considered a stable location in terms of its position in Western Europe and its accessibility to the Eurozone, both in economic and logistical terms.

As the Netherlands is located in close proximity to London, it seems like a practical and efficient move to relocate your company there. The Netherlands is considered a stable location in terms of its position in Western Europe and its accessibility to the Eurozone, both in economic and logistical terms.

Read more on opening a company in the Netherlands

Opening a subsidiary

Some companies like the idea of relocating to the Netherlands, however, they do not want to move their business entirely. These companies have the option to transfer just a part of their organisational operations to the Netherlands.

Foreign companies are able to open a branch or a subsidiary in the Netherlands and test the traits of the market by forming a virtual representative office for their company.

The process of moving a company from the United Kingdom to the Netherlands is easily manageable with the right help from an experienced party. Foreign investors in The Netherlands will need a Dutch legal entity to conduct their business. The most popular type of business is a private limited liability company. There are several options for legal entities in the Netherlands. If you want to relocate and open a firm in The Netherlands you will need to know what kind of legal entities can be used and which are recommended.

Moving to the Netherlands in light of the Brexit vote can ultimately improve and change your business and life, providing more stability and security for your business.

Dedicated to support entrepreneurs with starting and growing business in the Netherlands.

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