Dutch Shelf Company Registration

Instead of going through the procedure of company incorporation you can buy an already registered company in the Netherlands, this is known as a Dutch Shelf Company. Of course, investors have the option to set up a new business in the country. This requires the provision of different documents and usually demands the assistance of company incorporation agents. The alternative is to purchase an already registered company. Thus investors can proceed with their business operations straight away. The Shelf Company Netherlands is a regulated entity and can only be provided by trust providers.

Advantages and risks of buying a shelf company

A significant advantage of purchasing a shelf company is its immediate availability to the international investor. The company transfer can be completed in a single day; thus the new owner saves time and is able to start operation in a day.

Companies with limited liability (abbreviated BV in Dutch) are among the most popular options for shelf company purchase. They are offered to international investors as already incorporated entities. Limited liability companies (LLCs) require smaller capital in comparison to public companies and the shareholders do not carry personal liability for any debts of the entity. Their liability covers only the value of the capital they invest. Business owners willing to purchase existing companies must consider additional costs connected to the transactions. Our specialists recommend that you only use the services of trusted service providers in the field of shelf companies.

As a buyer of a ready-made company, you need to consider the possibility of legal problems or debts generated by the entity since its formation. Our experts in company registration can give you more information that will help you verify whether the documents of the Dutch ready-made company you are intending to purchase are complete and in order. A process of due diligence may be useful in determining whether the purchase of a particular shelf company is safe. The same process can be applied for various other transactions such as acquisitions or mergers.

How to purchase a Dutch shelf company

In the Netherlands, any natural or legal person can purchase a ready-made company. The procedure requires the buyer to present documents of identification (i.e. ID card/passport/registration certificate of the legal entity in case a buyer is a legal person). The transaction can be completed if all legal documents are signed by the buyer and the seller in the presence of a public notary. After the sale is finalized, the new owner of the company and any other shareholders have the option to change the company’s name and other specific information stated in the AoI (Articles of Incorporation).

In case the company has been established less than 12 months ago, it will need to get a “no objection” certificate from the Dutch Ministry of Justice. Once the certificate is obtained, the entity can start its business operations.

The tax regime for ready-made companies

After all, documents are in order and the entity is transferred legally to the new owner, the buyer can take advantage of the Dutch taxation regime with respect to capital gains and dividends, as well as by the agreements for avoidance of double taxation signed by the Netherlands. Our local specialists in company incorporation advise international investors to hire a specialist in accounting in order to take care of any financial aspects regarding the new company.

Simplified procedure for appointment of directors

The appointment of company directors requires a simple procedure involving the signing of a document to confirm that the previous director is resigning and is replaced by a new one. The process can be finalized through power of attorney without the presence of the investor. In some cases, it is recommended to appoint a Dutch nominee director.

The new director takes the position immediately and his/her name is included in the Deed of Incorporation, the Articles and Memorandum of Association and any other documents of the entity.

After the purchase of the ready-made company is complete, the investor can hire Dutch employees. The country offers qualified and talented workforce. International investors also have the option to hire nonresidents for work in the country.

In case you have any questions about buying a ready-made Dutch company or if you need further information on the procedure for set-up and the taxes that apply, please, feel free to contact our incorporation agents.

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