Open company in the Netherlands
How To Open A Company In The Netherlands?
To open a company in the Netherlands may require some extra effort if you are not a native, and you don’t know the language. This, of course, should not be a barrier to expanding your opportunities for opening a company in Holland. Our firm offers you the assistance necessary to open and maintain a business.
We have assisted many foreigners to successfully complete the procedure for opening a company in Holland. We make sure the company formation is performed in compliance with the local rules. Where possible, we assist and try to receive relevant subsidies and permits.
Are you unsure about the legal form that best suits your company? If you want to open a company in the Netherlands, we can assist you by clarifying the due liabilities and taxes charged for different entities.
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Open A Dutch Company As A Foreigner
Why choose the Netherlands to establish a company?
There are other factors that make the Netherlands a fantastic place for entrepreneurs. The climate is extremely competitive and business-friendly, whilst the government actively stimulates (foreign) entrepreneurship to attract a colorful multitude of international companies. Many world-famous brands already have their headquarters or subsidiaries here, such as Panasonic, Discovery, Google and similar large multinational corporations. If you plan on hiring staff, you can choose from an almost entirely bilingual or even trilingual workforce. The Dutch are well-trained and highly educated, since there are many excellent universities in the country. The environment is very open to foreign influence, hence the extremely high level of diversity in the country. It doesn’t matter where you come from, you are always welcomed here with open arms.
The Netherlands’ government values the economic contribution of national as well as international entrepreneurs and supports business owners in opening a company in the Netherlands. In 1996, the Dutch Ministry of Economic Affairs (Ministerie van Economische Zaken) took steps to aid Small and Medium Enterprises/Businesses (SMEs) in entering the import and export markets. The country offers many favorable conditions for smaller companies, which means you can start modestly here and still achieve success later on. Independent enterprises represent the core of the country’s economy: numerous owners of small and medium companies, which are called ‘Midden en Klein bedrijf’ (MKB-ers) in Dutch, opt for opening a company in the Netherlands. In the EU and international institutions, e.g., the UN, WTO and the World Bank, such businesses are categorized as SMEs. These businesses are easy to open in Holland. Nonetheless, if you already own a successful business overseas and would like to expand to the Netherlands, your chances of success are substantially high as well. Check out our website for more information, and feel free to contact us for further details.
The flourishing economy of the Netherlands
As we already briefly pointed out above, the Netherland has been known worldwide as a very successful trading nation. Next to that, the country is also praised around the globe for its stable and flourishing economy. The main (and by far largest) industry in the country is the food and beverage sector, but there are other large industries that are very welcoming to new entrepreneurs, such as:
- Technology and AI
- IT and ICT
- Financial industry
- Healthcare and pharmaceuticals
- Chemical industry
- Engineering
- Logistics sector
- Import and export
- Infrastructure and water management
- Innovation and progress in general (throughout all sectors)
Many foreign traders have opened companies in the Netherlands in the last few decades, which has contributed to its economic growth. Many of these foreign entrepreneurs are in trading or manufacturing businesses. The Netherlands has been awarded 4th place as the "best country for business" in the annual Forbes index. The Dutch are also 4th in the "most competitive countries for business" index. A high amount of personal freedom, a focus on innovation, clear legislation and many interesting subsidies and opportunities for business owners contribute to this success. Furthermore, the Netherlands is one of the founding members of the European Union and enjoys the respect of the other Member States as such. The main currency in the Netherlands is the Euro.
Rotterdam harbor is considered the gateway to Europe, as most of the international maritime trade between Europe and other major harbors passes through Rotterdam. The trading mentality of the Dutch means they have an excellent proficiency in several foreign languages. Thus, you can easily run a business without speaking a single word of the Dutch language. This positions the Netherlands as an excellent jurisdiction for all European markets and international markets as well.
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What type of company should I form in the Netherlands?
The various company types in the Netherlands
Unincorporated business structures
- Sole proprietorship (Eenmanszaak or ZZP)
- Limited partnership (Commanditaire vennootschap or CV)
- General partnership (Vennootschap onder firma or VOF)
- Professional partnership (Maatschap)
- Shipping company (Rederij)
Incorporated business structures
- Private limited company (Besloten vennootschap or BV)
- Public limited company (Naamloze vennootschap or NV)
- Cooperative (Coöperatie)
- Mutual insurance society (Onderlinge waarborgmaatschappij)
- Foundation (Stichting)
- Association (Vereniging)
There are some basic questions you can ask yourself to determine which legal entity might best suit your needs. These questions are aligned with the purpose of your company and the way you wish to carry out daily business activities. The legal entities mentioned above all have their own advantages and disadvantages. First, you need to make a rough classification based on three questions. The first question is whether you want to make a profit; if so, the foundation and association are already excluded since these are non-profit organizations. The second question is whether you want to collaborate with others. If the answer is 'yes', the sole proprietorship is also excluded. The third question is whether you personally want to be fully or partially liable. If the answer is 'yes', you can choose a sole proprietorship, a general partnership, a partnership or a limited partnership. If the answer is ‘no’, a public or private limited company is the best fit for you. The choice of a legal entity also largely depends on the type of business you want to set up. Do you want to hire staff? Are you going to make large investments, or do you need a lot of capital? Do you expect to run major financial risks? If you answer all these questions with 'yes', it is best to choose a Dutch BV or NV. If you answer the questions with 'no', it is a sole proprietorship that would fit you best. If you want to collaborate with others, you can choose a professional partnership, a general partnership, a cooperative or a limited partnership. Keep in mind that the Dutch BV is always the best choice for foreign entrepreneurs.
Sole proprietorship (Eenmanszaak or ZZP)
Limited partnership (Commanditaire vennootschap or CV)
General partnership (Vennootschap onder firma or VOF)
Professional partnership (Maatschap)
A professional partnership is a partnership that usually consists of natural persons. The partners work together on the basis of equality, aiming to acquire financial gain together. The difference between a professional partnership and a general partnership is the type of collaboration. In a professional partnership, each partner practices the same profession while sharing assets and costs with the other. For example, consider a practice with two independent notaries, where each notary has his or her own clients, nonetheless they do share the rental and general costs of the building they are in. In a general partnership, you are jointly responsible for business operations and results. Consider a web shop of two people, where both people are responsible for matters such as purchasing, administration and helping customers.
Shipping company (Rederij)
Private limited liability company (Besloten Vennootschap or BV)
The shareholders make decisions at the general meeting of shareholders. The directors are responsible for the daily management of the company. A BV may also have supervisors. These can form a separate supervisory board (two-tier board) or be part of the board (one-tier board). In small BVs there may only be one director, who is often also the only shareholder. The director is then a director and major shareholder (DGA). Often, a BV is only a logical choice if you generate more than 100,000 euros in profit per year. In the event of bankruptcy, the BV is liable for debts. As a director or shareholder, you are not personally liable. For many entrepreneurs, this private protection is the major advantage of the BV. Only a notary may establish a BV. The notary draws up the deed and describes the articles of association, after which you can register your company in the Dutch Trade Register.
Public limited liability company (Naamloze Vennootschap or NV)
An NV usually also has a supervisory board (SB). This entity within the company controls the board (two-tier board). You can also opt for supervisors who are part of the board (one-tier board). When the NV company employs more than a hundred employees and has an issued capital of more than sixteen million euros for more than three years, itis called a structured public limited liability company. In this case, a supervisory board (SB) is mandatory. An NV is a legal form with legal personality. This means that the directors are, in principle, not liable with their private assets for any debts incurred by the company.
Cooperative (Coöperatie)
Mutual insurance society (Onderlinge waarborgmaatschappij)
Foundation (Stichting)
Association (Vereniging)
The UBO register
When setting up a company, you must register ultimate beneficial owners (UBOs). These are the ultimate stakeholders in any company. The difference with all the other people involved in the company is that they have more authority and can make important decisions that others cannot. For example, ultimate beneficial owners are persons who own more than 25% of the shares of a company or legal entity, or persons who have more than 25% of the voting rights of a company, or persons who are the statutory directors of a company, or persons who are effectively in control of the company. Is your enterprise, for instance, part of a holding company? Then the owner of the holding is the ultimate beneficiary (UBO) or your organization. A company can have 1 or more UBOs. You can register UBOs in the Dutch Chamber of Commerce UBO register. The UBO register helps to prevent financial and economic crimes such as money laundering, financing terrorism, tax fraud, and corruption. The register makes it clear to whom the money is sent. This way, people cannot hide any potential financial crimes behind a corporation. We have already created an elaborate article about the UBO register, which you can find here.
What if you need a work permit or visa?
Self-employed visa
The most important criteria for the self-employed visa are:
- A high level of education (Bachelor level or higher) for either the main applicant or his/her life partner
- A certain level of professional experience of either the main applicant or his/her life partner (Entrepreneurship and work experience both count as experience)
- The company that you want to establish needs to be in the interest of the Netherlands
- You need an active Dutch BV company
- You will earn sufficient income and can prove this via a business plan or previous income
- A very thorough business plan. A specialized business plan writer could assist you with the business plan.
Company tax in the Netherlands
Dutch VAT (BTW) rates
The VAT rates Are:
21% standard VAT rate
9% lower VAT rate
0% tax-exempt rate
0% for transactions between EU countries
The main VAT rate is 21%, and the lower VAT rate is 9% since January 1, 2019. For certain services, a 0% VAT rate applies. For import and export, or transactions between EU countries, a 0% reverse-charge VAT rate applies. You can find more information about the different VAT rates and the goods and services they apply to in this article.
How does the Dutch VAT system work in practice?
Legal requirements regarding your business administration
- Invoices you have sent
- Invoices you have received
- Bank statements
- Agreements and contracts
- Receipts for small expenses
- Receipts of transportation
Business registration at the Dutch Chamber of Commerce (Kamer van Koophandel)
All companies formed in the Netherlands need to be registered in the national Trade Register, which is kept by the Dutch Chamber of Commerce. There is a standard procedure to register any kind of legal entity, which inevitably varies depending on the type of company you choose to establish. For the official registration of a Dutch BV, the procedure Intercompany Solution uses is as follows:
These are basically all the necessary steps for the incorporation procedure. In general, these steps take a few business days to finish. So you can already start working with your new company in less than 5 business days. If you already have all the documents we need for the establishment of your company, the entire process can sometimes be realized within just one or two days. Please contact us for more detailed information about the procedure.
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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Why use Intercompany Solutions for the incorporation of a Dutch company?
Operating since 2017, our company has helped thousands of clients from 50+ countries 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. Some of the main advantages of working with us include (but are definitely not limited to):
- We always offer a free initial consultation
- We have incorporated and assisted 1000+ companies over the years; we know what we are doing
- We provide all services you need to start in the Netherlands, from company formation to bank account applications, secretarial services, VAT applications, and accounting
- We take care of the whole procedure from A to Z, so you do not have to worry about the incorporation of your business
- We have the local know-how and skills, as well as an extensive network of interesting partners and third parties that might be of interest to your company
Due to our vast experience with the incorporation of companies in the Netherlands, we know all possible pitfalls and, as such, can avoid them for you. Next to that, we have become acquainted with many important organizations and parties within this field of work, which means that we can work with very fast processing times and short schedules. This doesn’t just save us a lot of time; it saves you as well. Therefore, you can start your company in just a few business days.
Our main service is to help you open a company in the Netherlands
Frequently Asked Questions
about the incorporation of a Dutch company
Can any foreigner start a company in the Netherlands?
Can Dutch company formation be done online?
What company type will I need?
90% of all foreign entrepreneurs start a Dutch BV in the Netherlands. This is, in almost all cases, the best and most convenient company type. It can be a difficult decision at first if you want to choose the proper legal entity in the Netherlands that best suits all your business needs. For most foreign entrepreneurs, the Dutch BV is the most suitable type of company. Of course, this depends on several factors, such as the preferred type of business, the amount of profit you intend to generate, whether you will be working with partners, if you want to go public, and the nature of the business. Some sectors have very specific business types, such as general practitioners, who work together under one roof. But in almost all cases, our clients choose to establish a Dutch BV. You can read more extensive information about the Dutch BV in this article.
In the past, I believe the required start-up share capital of a Dutch BV was €18.000?
Is it necessary for the company to be based in the Netherlands?
Are Netherlands company formation costs high?
Are company formation expenses in the Netherlands tax-deductible?
How many days does it take to start a business in the Netherlands?
What is the procedure for starting a company in the Netherlands?
1) Drafting and submission of the deed of incorporation
2) Registration in the Dutch Chamber of Commerce
3) Tax registration
4) Bank account application
If you wish to obtain a permit or visa or would like us to take care of extra services, there will be more steps involved.