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Incorporating a Dutch NV Company

The Netherlands is among the top business destinations for international investors because of its stable developed economy and open policies with respect to commerce and investments. Therefore it is a wise decision to open a Dutch NV company. Local businesses have the advantage of a flexible tax regime allowing corporate tax exemptions for income from capital gain and dividends.

NV is the abbreviation of Naamloze Venootshap, a type of company with limited liability. If you plan to incorporate an NV in the country, first you need to understand the general features of the entity. Most importantly, the minimum required share capital amounts to 45 000 EUR and no less than 20 percent of it has to be issued. NVs are most suitable for investors who plan to raise public capital.

The mandatory requirements for opening an NV include a minimum of one shareholder plus established boards of supervisors and managers. Also, the company must have a local registered address. A Dutch NV company has freely transferable bearer shares, registered shares or share certificates and can repurchase 10 percent of outstanding shares.

NV formation requires the services of a local lawyer and a Dutch notary with experience in preparing and executing incorporation deeds.

An important step in the formation of a Dutch NV company is its inclusion in the Commercial Registry. The following documents are necessary for this registration procedure: a personal identity document, a statement from the bank, not more than thirty days old and a reference paper for a residential address or alternatively a copy of the contract for rent of the local property. These papers are needed to receive a registration number that is unique for the company.

Incorporators of a Dutch NV

The first stage in starting a Dutch NV is to establish the incorporators or founders of the company. These may be a single or multiple legal entities of any nationality, residing anywhere in the world. If for any reason the founders are unable to stay in the Netherlands during the process of incorporation, a Power of Attorney is sufficient for their representation.

Procedure for incorporation of a Dutch NV company

A Latin notary is able to execute the Incorporation Deed of the company containing the AoA.

If the newly opened NV owns registered shares, then it must also keep a register of shareholders. After the process of registration of the company is completed, the Latin notary shall prepare the register of shareholders to be maintained by the Managing Board in the official office of the company. Every shareholder is included with complete name, address, type and number of shares, currency and issue date, amount of paid-in capital per share, pledges, and other hindrances. Also, if the above details change the registration should be updated. This is a responsibility of the Managing Board and its representatives.

Procedure for Dutch NV registration

Within a period of 8 days after successful incorporation, some of the company’s details need to be included in the Registry at the Chamber of Commerce located in the same district as the NV’s registered office.

If you need more details on Dutch NV formation, please call our local lawyers. They are able to provide thorough information on the matter and will offer you personalized advice depending on your case and specific requirements. We also assist with the incorporation of private limited companies in the Netherlands.

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