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The Netherlands has a rare combination of characteristics that encourage international investments and form the country as a competitive and highly popular business centre.

Holland is strategically located in Western Europe, allowing investors to establish suitable bases for their shipping and trade operations. Furthermore, the outstanding infrastructure and accessibility make the country an extremely popular destination for European, American and Asian investors who have opted for setting up an office in the Netherlands.

Advantageous taxation principles

The tax system in the Netherlands offers international investors a 15% income tax for profits up to EUR 245 000 per year and 25% for amounts exceeding this threshold. It also ensures certainty and clarity regarding future tax liabilities. Investors can take advantage of certain benefits related to royalties, interests, debts, taxation of dividends and loss structuring. Holland offers various investment deductions and tax reliefs. A special tax regime called “innovation box” provides for preferential tax rates for income generated as a result of the development of intellectual property. Furthermore, freight companies benefit from a tonnage tax regime.

Holland has concluded numerous treaties for the avoidance of double taxation (>95 agreements). Therefore entities deriving income from Holland and a country that has signed a double tax treaty with Holland can be taxed using preferential rates.

Sound legal and financial systems

In addition to the abovementioned tax benefits, the Netherlands has a straightforward legal system allowing international investors to efficiently deal with legal issues arising from different transactions, e.g. patent/trademark or tax. Judgements from other countries can be enforced in Holland under specific conditions. As an EU member, Holland conforms to all European laws relevant to trade and business.

The area of Amsterdam hosts numerous globally acknowledged financial institutions and banks. Various banks have established branches in Holland, thus contributing to the good financial climate. Many investors of private equity and managers of trust funds have chosen the Netherlands as their base of operations.

Highly educated labour force

In case you intend to establish a business in the Netherlands, you are free to choose from different types of companies. If your scope of activities includes shared services, customer care or distribution/logistics, Holland is the perfect choice as it offers an unparalleled business environment for such operations.

Furthermore, Holland’s workforce is among the most qualified, motivated and flexible in the world. Most Dutch employees have good knowledge of two foreign languages, so they are a perfect match for foreign companies in any industry sector.

Great logistics and infrastructure

The Netherlands is a popular European destination for companies thanks to its superb transportation network. The country boasts the largest port in Europe, the Port of Rotterdam, and the best European airport for transport of cargo, Schiphol Airport.

As regards innovation and technology, Holland has made investments in e-commerce, communications, outsourcing and high-speed digital systems for communication and internet. The country has adopted the latest cell phone and computer technologies, creating ideal conditions for companies needing modern technologies for their operations.

If you intend to establish a Dutch company and take advantage of the opportunities for business offered by the country, please, contact our local agents in company formation. They will assist you in completing the necessary procedures.

Holland has strict rules that regulate the liability of public and private limited company (NV and BV) directors, both prior to and after a declaration of bankruptcy. The liability of director(s) in BV and NV companies is limited if the company capital is paid up by the shareholders. The public notary will then legalize the statutory capital as 'paid in full'. The company will be liable for all actions, with a few exceptions which we will explore in this article. To advise you on the matter, it is of the utmost importance to have an experienced notary and incorporation agent.

Civil liability with respect to the company

When a company director makes choices that, at a future point, prove to be destructive to the business, this does not necessarily mean that he/she will carry personal liability for the outcome. A certain degree of calculated risk is inherent to operating a business. Therefore the Dutch corporate laws give business directors considerable freedom in fulfilling their job responsibilities.

Still, according to Art. 2:9, Civil Code of the Netherlands, directors should fulfil their tasks with appropriate attention and care. Failure to do so shall result in personal liability for any subsequent damages to the business. According to the Supreme Court of the Netherlands, a director can be held personally liable in case of gross misconduct. The court also gives guidance for measuring the extent of misconduct. If a fully experienced, reasonably acting director would never take such actions then the behaviour is considered as serious misconduct. Some examples include:

In case the company has two or more directors, all members of the Directors Board share equally the liability for any damages. A director can avoid liability only if able to prove that she/he did not know of the serious misconduct or took all reasonable measures to stop the detrimental actions. Therefore, if a director disagrees with the course of action chosen by the Board, it may be in his/her best interest to step down and avoid accountability.

Civil liability with respect to creditors

Under particular circumstances, company creditors can hold separate directors liable for damages resulting from decisions made in their course of duty. Some examples include the provision of inaccurate financial data or taking impracticable initiatives on the company’s behalf that are evidently impossible to fulfil.

Post-bankruptcy liability

When bankruptcy is declared, the Civil Code provides the trustee with the option to hold the directors of the company personally responsible for the fund deficit that has occurred as a result of the bankruptcy.

According to Art. 2:248, Civil Code of the Netherlands, in case of bankruptcy the directors share equally the liability to the estate as regards the portion of the bankrupt entity’s debts that would not be covered by its asset liquidation. This applies in cases of manifestly improper management on behalf of the directors when it can be concluded that their actions represent a significant cause for the bankruptcy.

It is automatically considered that the Board of Directors has performed its duties improperly if the next circumstances are ascertained:

In these cases, it is the directors’ responsibility to prove that the inability to submit the company reports or administrate them correctly is not among the important causes of bankruptcy. Under such circumstances, it may be very difficult for them to avert liability.

On the other hand, the trustee may hold them liable due to gross misconduct (as indicated in the point on civil liability with respect to companies). Then, however, the trustee must prove that gross misconduct on behalf of the directors led to the declaration of bankruptcy.

If the trustee has reasons to believe that individuals who are not official directors but have presumably controlled the business are mostly responsible for the misconduct or failure to fulfil the company’s duties, the Civil Code (Art. 2:248) gives the trustee the right to hold these individuals liable, as if they were actual directors. In case a company director is a legal person, the Dutch law allows for piercing of the corporative veil, so that the actual individuals behind the entity are reached. Then these individuals are held responsible for the bankruptcy. Therefore appointing holding companies or foreign legal entities as directors cannot protect the individuals behind the entities.

Fiscal liability

The directors of legal entities can be held responsible for overdue tax liabilities, provided that they have failed to report the entities’ inability to transfer the respective payments (e.g. outstanding payments for Value Added Tax, withholding tax, etc.) within the legal period after the tax liabilities have become due. If the Tax Office declares a director responsible for outstanding tax payments, the director carries the burden of proving that the failure to pay the tax liabilities resulted from reasons outside of his/her control. Fiscal liabilities often arise after bankruptcy since companies become unable to pay their own taxes and the tax authorities focus on the individuals behind the companies.

The Netherlands provides a lucrative climate for foreign entrepreneurs with excellent infrastructure and a constructive strategy for international business. The corporative business environment is among the political priorities. According to Forbes, the Netherlands ranks 3rd among the world’s top business destinations for 2017. And 4th according to the World Economic Forum 2022.

Many foreign companies benefit from the convenient business climate in the Netherlands. Foreign companies creating jobs and contributing to the country’s economy are highly valued.

The present guide to business culture is intended to help international exporters when dealing with Dutch partners.

Country profile

Language

The official language is Dutch, spoken by approximately 90 percent of the population. Dutch is the most widely used language with respect to national business affairs. Still, the capital of Amsterdam recognizes English as official. In total above 90 percent of the country’s inhabitants claim to have conversational English skills. Therefore many companies planning export to Holland rely on English in their business interactions.

Connectivity

Holland is famous with the best broadband coverage worldwide. About 99 percent of the households have a connection. The average speed of the broadband connection is also among the fastest on the globe: an important prerequisite for various businesses. A number of companies take advantage of this situation. It is not a coincidence that approximately a third of the data centers in Europe have chosen Amsterdam as a location. The most extensive internet exchange in the world is provided by AMS-IX.

Economy

According to IMF, Holland has the 18th largest GDP in the world. Its GDP amounts to USD 777.5 billion. It is also rated 16th as regards wealth per individual averaging USD 184 378 per adult. The Dutch economy is the 6th largest in the EU and it is quite diverse. Ninety-five percent of the top European consumer markets can be reached from Rotterdam or Amsterdam within a day. Thus Holland has a very strong position for trade. Technology, banking, shipping, trade, agriculture and fisheries have significant importance for the country’s economy. The most developed sector is foods, while other major industries are metallurgy, chemicals, machinery, services, tourism and electrical goods.

The currency of the Netherlands is the Euro. In 2002 it replaced the local guilder.

Export and import

The key partners of the Netherlands in import and export trade are Belgium, Germany, Great Britain, Italy, France, China, Russia and the United States. The country is rated 2nd in the Global Enabling Trade report for 2016, 3rd in the Index of Global Innovation for 2017 and 5th in the global ranking of competitive economies of the Swiss IMD.

Centuries ago the geographic location of the Netherlands determined its position as a key trade center and the country has retained this role ever since. The port of Rotterdam is the largest in Europe with approximately 450 M tonnes of shipments passing annually through it. The Netherlands offers much economic freedom, coupled with highly qualified multilingual workforce.

The World Bank’s service for Solutions in Integrated Trade has established that the Netherlands’ import amounts to approximately USD 400 billion worth of products per year, while its export totals USD 445 billion.

The key export partners of the Netherlands in terms of monetary values are Germany (USD 99 billion/year), Belgium (USD 46 billion/year), the United Kingdom (USD 40 billion), France (USD 36 billion) and the US (USD 19 billion). The top export goods include medicaments, petroleum oils, telegraphic equipment and parts/accessories for automatic data processing.

The Dutch business culture

Dutch businessmen are known for their skilled, highly professional approach. The country’s system for higher education is rated 3rd worldwide and this is reflected in the local business culture. Dutch companies are famous with their high efficiency and productivity due to the skilled workforce, excellent IT infrastructure and practical labor laws in the country.

The visa option for highly skilled migrants enables companies to easily bring professional employees from overseas to Holland. As a result, the country is now home to at least 1 million international workers. In addition, the Dutch labor environment allows employers to easily hire personnel on part-time, flexible and temporary contracts. Thus the Netherland has an incredibly receptive and dynamic business environment.

Entrepreneurs planning to conduct business in Holland must have in mind some particular local customs. One important asset is punctuality. Meetings are organized in an efficient manner and end on time. Promptness is also essential as regards delivery times and commercial relationships.

Dutch business people are known for their honesty (the Netherlands takes the eighth place in the global ranking for Corruption Perceptions of Transparency International), so corruption and bribery are out of the question in their environment. Even the giving of gifts is rather uncommon.

Corporate environmental considerations and social responsibility are quite significant in Holland and must be considered when developing a business strategy.

If you are intending to start a company in the Dutch import/export sector, feel free to get in touch with our local specialists in company establishment. They will give you more details and legal assistance.

The media report daily on the mind-blowing achievements of the global leader in high technology – the Silicon Valley in San Francisco. Still, they are missing something. A country that appears quite small on the map is slowly emerging as a new leader in technological innovations. Thanks to its first-class technological and scientific advancements and workforce with excellent qualifications, the Netherlands will soon rival the Silicon Valley.

The home of Philips has the best business climate for start-ups in the EU, highly knowledgeable experts with a knack for technology and open business culture. It has developed an extraordinary European ecosystem for entrepreneurs.

It may seem odd to compare a country with a city, but this is not the intention of the present article. The Netherlands is bigger not only with respect to population and size, but also as regards entrepreneurship and disruptive innovation.

Furthermore, in contrast to the other major leaders on the European sci-tech scene – Germany and the United Kingdom – the Dutch expertise is not centralized in the capital. A number of flourishing technology hubs are scattered on the territory of the Netherlands. The start-up ecosystem radiates from the southern to the northernmost parts of the country and its achievements in the field of science and technology can surely surpass the triumphs of the prevailing backbone of high technology – the Silicon Valley in San Francisco.

Amsterdam

Western Europe’s start-up capital, Amsterdam, is rated third for scale-ups and start-ups in 2016. It attracts tech-savvy experts and growing businesses. Its programmes StartupDelta and StartupAmsterdam support start-ups in their development, establishment of connections and growth. The capital also has its own Science Park housing research institutes, excellent technical facilities, a Database of Business and Science and a special area for cooperative work of innovative start-ups operating in the field of science and high technology.

The financial technology unicorn Adyen was established in the start-up ecosystem of Amsterdam. Now the company is worth USD 2.3 billion. Its clients include Airbnb, Spotify, Uber and Netflix. Furthermore, many companies established in the Silicon Valley have registered offices in Amsterdam, including Uber, Cisco and Google.

Read more on starting your company in Amsterdam

Eindhoven

Eindhoven, where the company Philips was born, also hosts the world’s smartest square kilometre: the business park High Tech Campus. It was the first home of Philips Research (NatLab). Presently the park is a centre for talented specialist qualified in the field of technology with 140+ high technology institutes and companies, including IBM, ASML, NXP, Intel and Philips located there.

Additionally, Eindhoven has an extensive network of Research and Development and academic facilities, such as the Eindhoven TU/e. The extraordinary design and high-tech climate in Eindhoven has prompted the Singularity University based in San Francisco’s Silicon Valley to open a hub for innovations in the city. Its mission is to gather industry leaders representing research institutions, start-ups, other businesses and the government with the aim to design and test in practice technological solutions to humanity’s greatest challenges.

Groningen

Famous with its talented specialists, Groningen is second only to Amsterdam with respect to the number of prosperous start-ups. The Deloitte’s Technology Fast 50 ranking includes the fifty fastest growing technology companies in the Netherlands. In the 2016 ranking, 12 companies were located in Amsterdam and 7 in Groningen. Furthermore, the internet search giant Google chose Eemshaven (North Groningen) as the location of its new data centre.

Groningen is also the home of the most resourceful business growth accelerator for existing companies and start-ups in Northern Holland, VentureLab North. The Founded in Groningen portal supports, promotes and connects companies, initiatives and start-ups. Its impressive background includes 435 businesses established in the city.

Delft

Besides hosting the production site of the popular Delftware, the city is the home of the largest technological university in the country – TU Delft. It also has one of the greatest student populations in the country: approximately 10 to 15 percent of its 100,000 citizens are students. This lively city is focused on the development of high technology innovations. Hardware and engineering are two of the strong areas of work in Delft.

The high technology ecosystem of the city is the birthplace of YES!Delft, an incubator for start-ups. Established 12 years ago, it has already helped 200+ companies working in the field of technology, including inkless printing and modern laser technologies.

Utrecht

The city is among the most sustainable, healthiest environments worldwide and has given rise to many modern innovations. It has a Science Park, famous for its achievements in 3D-bioprinting, regenerative medicine, cancer research, organoids and stem cells, and smart solutions for urban sustainability. The park hosts 80+ businesses and organizations with a total labour force of 22,000 or about 21 percent of the city’s population.

Furthermore, the local ecosystem gave rise to a top 10 European incubator: UtrechtInc. The incubator also opened a creative centre for sustainability in start-ups called the Garage.

Read more on starting your company in Utrecht

The Hague

The City of Justice and Peace may be the last on our list, but it is definitely not the least in importance. The Hague is the spine of the Dutch security branch. It hosts the best European security cluster: the Security Delta. It helps start-ups in the field of cybersecurity, and in cooperation with the government, knowledge institutions and businesses it supports innovations in urban and national security, cybersecurity, forensics and critical infrastructure protection. The Hague Security Delta Campus is among the ten Dutch locations designated as major start-up hotspots by StartupDelta.

One of the many successful start-ups in the field of security established in the city is HackerOne, a Dutch-US company representing an ethical platform of hackers. Companies can employ hackers to search for security issues and bugs. In 2015 HackerOne generated a profit of 25 million USD and has worked with Slack, Twitter and Uber.

Read more on starting your company in The Hague

Holland: the European Silicon Valley

Several other thriving technology hubs in Holland are also worth mentioning:

In summary, Holland fosters an extraordinary ecosystem for game-changing innovations and developments in the field of science and high technology, highly qualified IT professionals and aspiring entrepreneurs. Thus the country deserves to be called the European Silicon Valley.

In case you intend to establish a company in a popular Dutch start-up city, our specialists in company formation can give you more details on registering entities in The Netherlands and assist you throughout the process.

If you plan to open a cafe, a restaurant or a hotel in Holland, there are numerous regulations and rules you have to comply with. This guide will help you to determine quickly the scope of your obligations.

The present plan is only a guideline. There might be other relevant obligations not mentioned here. Please, contact us, if you need further information.

Check if you meet the requirements for a long-term stay in Holland

Entrepreneurs planning to stay for long periods need to meet a list of conditions. Sometimes a permit for residence is necessary.

Choose your office and check the plan for local zoning

Your registered office should conform to the plan for zoning in the particular area. Alternatively, you can ask the authorities to make an exception or ask the municipality to alter the plan for zoning.

Submit an application for a permit to build

In case you plan to build, renovate or modify an existing construction, you will probably need to apply for an Omgevingsvergunning (a comprehensive permit to change physical aspects). In the past, this document was simply called a permit for building.

Consider the requirements for fire safety

To guarantee that the catering establishment is safe with respect to fire, you will most likely need a permit for occupancy (included in the Omgevingsvergunning). In particular cases, however, an occupancy notification may be sufficient.

Consider the rules for the protection of the environment

All owners of catering businesses need to respect various environmental guidelines. Most often filing an application for an Omgevingsvergunning is unnecessary. It is sufficient to register your company at the local municipality.

Submit an application for a permit to operate a catering company

Some municipalities require operating permits for catering businesses. The requirements are connected to decency, safety and public order.

Register your business with the Netherlands Food and Consumer Product Safety Authority (NVWA)

In case your company produces, sells or processes food products, a registration at the NVWA is necessary.

Prepare or acquire an approved hygiene code

Drink and food preparation needs to be in line with a code on hygiene. You can prepare such a code yourself or use an already certified document (e.g. of the Board of the Catering and Hotel Industry). Hygiene codes need to follow the European Hazard Analysis and Critical Control Points (HACCP) principles. The compliance to a hygiene code approved for the sector automatically fulfils all legal requirements.

Submit an application for a licence that allows you to serve non-alcoholic or alcoholic beverages

In case you plan to sell or offer alcoholic beverages for consumption in your business, you need to obtain a licence for alcohol from the local municipality (under the Catering and Licensing Act). A drink and food permit is sufficient for selling non-alcoholic drinks.

Obtain a permit for running a terrace

If you plan to service a terrace in public space or private property, you will most likely need a permit issued by the municipality. Terraces are permitted only as parts of existing hotels and catering establishments.

Obtain a permit for gaming machines

If you plan to install a gambling machine in the catering establishment, you need to apply for a specific permit at the local municipality.

Submit an application for music licences

You have to obtain a special permission for playing music in public. Sena and Buma regulate the permission and issue licences.

Identify potential sources of risks and assess them

If you plan to employ personnel, you need to draft the so-called risk inventory, complete with risk evaluation (RI&E) prior to opening your catering establishment. The catering and hotel (Horeca) RI&E model fits this purpose.

Register at the Dutch Trade Registry and Tax Administration

All new businesses need to be registered at the Commercial Registry of the Netherlands. Your details will be passed on to the tax authorities. Therefore you do not have to go through a separate registration procedure with the Tax Administration.

Our local incorporation agents can help you in the process of establishing a hotel, restaurant or bar. Please do not hesitate to contact us.

Selling services or products online requires more than just creating a website. First of all, you have to register a company at the Trade Registry of the Dutch Commercial Chamber (KvK) and choose a name for your domain, then keep financial records and make payments for income and value-added tax (BTW). Starting an online shop in the Netherlands involves compliance with different regulations and rules, including particular requirements for selling online. The present guide will help you figure out what your obligations are. For more information and legal assistance, contact our incorporation agents.

Tip: For foreign entrepreneurs and non residents, a Dutch BV company is a more logical choice. 

Is your online shop considered a real business?

Up to a certain point, an online shop may be just a hobby, but when does it become a real business? The Commercial Chamber at the Customs and Tax Administration has set the following seven criteria:

  1. independence;
  2. profitability;
  3. capital;
  4. company size (in money and time);
  5. entrepreneurial risk;
  6. customers;
  7. liability.

Registration at the Dutch Trade Registry and Tax Administration

All new businesses have to be registered at the Dutch Trade Registry. If your entity is a cooperative or a sole proprietorship, you will be issued a value-added tax number and your details will be passed to the National Customs and Tax Administration, so you do not have to go through a separate registration procedure with them. Associations and companies with limited liability need to be registered separately. For more information, please, refer to the articles on legal business forms.

Register the name of your domain (address on the Internet)

To purchase and register a domain, you need to reserve its name at a registrar. The name should be unique, chosen with respect for other companies’ trade names, trademarks and copyrights. The registrar shall forward your request to the institution administering domain names.

In case you have hired a designer to create your online shop, you will be allowed to modify it yourself only if you own the copyright. It is best if the designer agrees to waive his/her rights. Another option is to obtain a licence regarding the online shop use.

Third party E-commerce stores

Perhaps you will want to use third party E-Commerce portals such as Amazon Netherlands, Bol.com (biggest online retailer in the Netherlands), Ebay (Marktplaats in The Netherlands) or Shopify. For Bol.com and Amazon we have a more thorough guide on how to get started.

Applicable taxes

If your online shop is generating income, the authorities will probably consider you an entrepreneur liable for income tax. In this case, your profit from the business will be taxed. You have to pay value-added tax (BTW) for most services and products. In Holland, there are three different value-added tax rates. Some services and goods can be exempted from VAT. The VAT is charged to the customers and transferred to the office of the tax authorities. If your turnover exceeds a certain amount in another member state (MS) of the EU, you need to charge value-added tax using the rate of the respective state. You are liable for VAT in that MS too, so you must also register your business there. Thresholds for remote sales differ depending on the country.

Entrepreneurs must keep records of their business transactions. The same rules apply to online shops. The records must meet certain requirements. For example, you need to keep the records in your archive for a minimum of 7 years. You also have to record the hours that you spend working for the online shop, if you want to receive an entrepreneur allowance.

Provide straightforward information online

Your website needs to state clearly the identity of your company. You have to include your address, number in the commercial registry and VAT number. Also, you need to inform the customers of the features and prices of the products you offer, the preferred payment method, the ordering process, the warranty, the period for product return and the terms of delivery.

Make sure that the personal details of your customers are safe

Ask permission before placing cookies on your customers’ computers

Cookies are small files that save browser settings on the PCs of your customers. They allow you to follow your clients’ surfing patterns and introduce targeted adverts. You can use cookies only with your customers’ permission.

Handle your customers’ details with proper care. Personal data need to be protected from theft, loss and such. Ask your hosting provider about the available options for security. Provide secure payment methods to your customers. Secure payments require a secure connection to the internet, starting with “https” in the URL field of your browser.

Written order confirmations

You have to send order confirmations in a written form, including your general conditions, warranty conditions and contact details. Customers need to receive this info at the time of product delivery or service provision, at the latest.

Rules for advertising by email

You cannot make cell phone calls or send emails to companies or people for the purposes of advertisement if they have not given you their permission.

Rules for selling alcohol and tobacco

High-alcohol drinks can be sold online only with a permit or license, as stipulated in the Catering and Licensing Act. Low-alcohol drinks can be sold without a licence.

Holland permits online sales of tobacco. You can provide overviews of the tobacco products you offer (including logos) and list prices on the website. You cannot, however, recommend specific products.

Prepare your General Terms & Conditions (GTC)

It is advisable to have GTC in order to minimise risks and ensure transparency of your business operations. GTC include details about payment, periods for delivery, warranty and settlement of disputes.

Requirements for product safety, labelling and packaging

Final goods have to be safe for the customers. Therefore the products offered in your online shop need to meet certain requirements. See which rules are applicable to your business. Product labelling and packaging is also regulated. For example, in case of export, your label needs to include the official language at the destination.

If you plan to start an online shop in Holland, do not hesitate to contact our specialists. They can assist you in registering your Dutch business. They will give you more details on company registration and consult you on the relevant legal matters.

The Dutch sector of horticulture sets global trends, supplies markets worldwide and leads in innovative technologies for greenhouse cultivation. Holland is the undeniable leader on the international market of plants, plant reproductive material, cut flowers and bulbs, and is rated third for its export of nutritional products of horticulture. The country is in the centre of a global network for decorative trees, bulbs, floriculture and fruit and vegetable production.

In case you are considering incorporating a business in the field of horticulture, please, contact our agents specializing in company formation. They will provide you with legal advice and information about opening a company in the Netherlands.

An important contribution to national prosperity

The problems encountered during the establishment of sustainable urban centres often have to do with basic needs, e.g. shelter and food. The supply of indispensable resources (energy, food and water) needs to be secured through creative solutions and smart thinking. For centuries the Netherlands has been developing systems to cater for the needs of its population under such circumstances and now it offers excellent possibilities for export to countries experiencing shortages in resources. Local horticulture sets global trends and is differentiated in 6 clusters (Greenports). In these centres, research institutions and businesses collaborate in the areas of research and development, production, infrastructure, export and logistics. Horticulture has significant importance for the prosperity of the Netherlands, delivering large volumes of high-quality commodities and adopting technological innovations such as automated fruit pickers, intelligent greenhouses floating on water, glasshouses consuming less electricity than they generate and feeding the grid, and innovative methods for low-energy lighting and recycling of wastes and water.

Five reasons why the Netherlands is leading in the supply of trees, plants and flowers in the world

1. Developments in the field of Green Genomics

Holland is among the leaders in Green Genomics. The aim of this scientific field is to provide safe and sustainable production, higher yields, changed taste or design, and disease resistance in plants. TTI Green Genetics and Plant Research International are leading institutes in this area.

2. A large diversity of shrubs and trees

The variety of shrubs and trees produced in the Netherlands is unmatched. The industry is underpinned by a strong national market. Holland also maintains a leading position in R&D and trade related to tissue cultures, propagation material, young plants and seeds.

3. An original approach to innovation

The Netherlands has adopted a unique R&D approach to bring innovations: the government works closely with research institutions and companies in a “golden triangle” to complete innovation-related programmes and projects. Some examples of excellent innovations are intelligent greenhouses floating on water, robots, moving platforms, energy-saving lighting and recycling of water and wastes, glasshouses consuming less electricity than they generate and contributing to the reduction of carbon dioxide emissions, etc.

4. The famous greenhouses in the Netherlands: Glass City

Modern Dutch greenhouses already generate about 10% of Holland’s electricity by using a combination of power and heat (CHP). The country is famous with its inventive solutions for greenhouse cultivation and unrivalled scale of production. Its glasshouses cover over 60 square kilometres and look like a glass city, while their environmental impact is relatively low. Efforts are directed towards technologies and concepts facilitating adaptability to the changes in climate and energy-efficiency. Read more on the Dutch energy industry.

5. Logistics hubs and production of excellent quality

Rotterdam’s port and Schiphol Airport in Amsterdam are the most important logistics hubs in the country. Holland is conveniently located in the heart of Europe with easy access to the continent’s half a billion consumers. Furthermore, the development of methods to obtain high-quality produce has enabled its horticultural sector to gain global recognition. The Netherlands has developed effective supply chains capable of delivering freshly cut flowers to New York in less than a day. Also, true to their entrepreneurial spirit, the Dutch have set up nurseries in Ethiopia, Kenya, Costa Rica, Portugal and France.

Many enterprises and companies treat intellectual property as a significant asset. The rights related to it – copyrights, trademarks, patents – often prove to be more profitable in comparison to physical assets. Therefore, it is important for corporations to develop adequate strategies with respect to their intellectual property in order to guarantee the best use and protection of their assets. The present brief overview provides information on the major rights relevant to intellectual property and their protection under the law in Holland.

Patents in the Netherlands

In the Netherlands, the Act on Patents (Rijksoctrooiwet) from 1995 protects patent rights. By definition, patents are exclusive rights to inventions in all technological fields. Inventions are patentable if they meet several requirements:

Applications for Dutch patents are submitted to the national Patent Office. The applicant must request a search for novelty 13 months after the submission of the application. In another 9 months, the search results become available. These results, however, do not decide whether the invention will be patented or not, even if it lacks novelty according to the report. In a dispute, the requirement for novelty is considered in court. The patent or application is included in the patent registry of the Netherlands eighteen months after the submission of the application. The protection term is twenty years from the filing date.

The owner of the patent has exclusive rights to prohibit the use of the invention for commercial aims by third parties. Invention use means production, placing on the market, lending, selling, offering, supplying, storing and importing the patented invention.

Trademarks in the Netherlands

Trademarks are signs that distinguish companies’ services or products (goods) from others on the market. They can be either logos or brand names. Company names or trade names can be considered trademarks.

The BCIP (Benelux Convention related to Intellectual Property) states that a trademark must first be registered to ensure protection in Belgium, Luxembourg and the Netherlands. The BOIP (Benelux Intellectual Property Office) is the institution for official registration of trademarks in Benelux. The definitive registration of a trademark is completed in about 4 months. The payment of an additional fee can speed up the procedure. The Office will refuse to register a trademark if, among other reasons:

All trademark registrations in Benelux are valid for 10 years. They are renewable every 10 years if the renewal request is submitted 6 months before the trademark expiration date. Trademarks need to be actively used to maintain their rights.

Trademark owners have the exclusive rights to prohibit other parties to use or register newer signs, identical to their trademarks and use them for identical services or goods. The registration or use of similar newer signs for similar services or goods may also be banned if there is a probability of confusion. Trademark owners that are popular in the region of Benelux can also dispute the usage of similar or identical newer signs for any services or goods (regardless of their level of similarity) if this usage takes unjust advantage of the original reputation or character of their trademarks or brings unfavourable consequences for the owners.

Certain multinational organisations give the possibility to foreign entrepreneurs to use their trademarks as a franchise. This can be concluded as part of a franchise contract, which regulates the franchise requirements and financial compensation between the franchisee and the franchisor. Naturally, franchise agreements have to comply with the Dutch law. Read here for more information on franchise agreements.

Trade names in the Netherlands

In Holland, trade names are protected by the Dutch Act on Trade Names (Handelsnaamwet). Trade names are defined as the names that companies trade under. In general, a company can freely choose a trade name, as long as the chosen name is not misleading, for example as regards the entity’s ownership or legal nature.

Protection does not require trade name registration, e.g. in the Commercial Registry of the Netherlands. The rights connected to trade names arise from their use. In contrast to trademarks, trade names do not have to be original. Still, descriptive names have limited protection.

The Act on Trade Names prohibits the usage of a name, similar or identical to a name in use by another entity if such usage is likely to cause confusion, given the location and nature of the entities.

Copyrights in the Netherlands

In Holland, the Act on Copyright (Auteurswet) protects copyrights. It gives authors of artistic, literary or scientific works exclusive rights to reproduce their works and make them publicly available.

According to Dutch law, works should have original, individual characters and reflect the personal imprints of their authors. The provisions contain an exemplary list of copyright-eligible works: paintings, books, computer programs, brochures, etc. Logos and website/product design can also be protected by copyrights. Ideas, concepts and formats are not protected if they are not embodied in specific works.

Copyrights are obtained through the creation of works meeting the abovementioned conditions. No official requirements, e.g. usage of a sign like “©“ or registration, exist. The protection of copyright ends 70 y. after the author’s death. If the creation is authored by a legal person, the copyright is protected for 70 y. after the work’s first publication.

There is an option to submit an i-DEPOT at the BOIP. This can prove the existence of a creation at a particular time and might be helpful when considering whether a particular work is original. The i-DEPOT, however, does not create an independent intellectual property right.

Copyright owners can prohibit other parties to publish or reproduce their work without authorization. If a particular product and a copyrighted work leave identical overall impressions, then there is an infringement of copyright. Disputes are taken to competent courts that assess the cases by considering the work’s copyrighted features.

If you have questions concerning intellectual property and the relevant rights or intend to develop a business in the Netherlands, you can contact our Dutch agents specializing in company set-up.

In the Netherlands, a subsidiary is a normal company – a separate legal entity with share capital partially or fully owned by an international company. This is an important difference from the Dutch branch – an entity that is more strongly linked to its international founder.

The international company established abroad can control its subsidiary in Holland, but, in contrast to the situation with branches, it does not carry full liability for the Dutch subsidiary’s debts, obligations and actions. The subsidiary does not have to engage in the same operations as its parent company and, if necessary, it can register for the performance of more activities. This and the limited liability of the parent company are the two main advantages when opening a subsidiary.

The founders of a Dutch subsidiary are able to choose between 2 very common types of entities: private or public companies with limited liability.

Types of legal forms for Dutch subsidiaries

The private company with limited liability (or BV) is suitable for small and medium businesses. There is no minimum capital requirement for the incorporation of a BV as a Dutch subsidiary – it can be established with 1 Euro. Its share capital has to be split into non-transferable registered shares.  The shareholders carry limited liability to the extent of their contributions to the capital of the company. One or multiple directors can be appointed to manage the business. There are different methods for BV incorporation, depending on the main goal: privacy of the directors and shareholders, tax minimization, a holding structure for international business or a BV owned by a special structure, e.g. a foundation.

Entrepreneurs can also open public limited liability companies (NVs) as subsidiaries. The minimum capital required to establish an NV is EUR 45 000 split into bearer and registered shares. NVs can issue certificates of shares with respect to bearer shares, in contrast to private companies with limited liability. Shares can also be transferable. The shareholders carry limited liability covering the capital they have provided to the company. In contrast to BVs, NVs can be traded on the Securities Exchange.

Dutch subsidiaries must have a minimum of 2 managers, forming a management board. A board of supervisors can also be formed to oversee the activities of the managers. Large companies like NVs follow more stringent requirements in yearly reporting, auditing and accounting.

The procedure for registering a Dutch subsidiary

The first step in registering a Dutch subsidiary is to open an account in a local bank, deposit the required capital and obtain a document to certify the deposit.

The subsidiary founders need to check whether the name they chose for the subsidiary is unique. This is done at the Commercial Chamber. A confirmation of the name’s validity is sent by email. If the name is available, the founders can proceed with registration.

Before registration at the Commercial Chamber, the subsidiary founders must obtain a non-objection declaration issued by the Ministry of Justice. For this purpose, they have to file an application and pay the relevant fees.

The association articles, the subsidiary establishment application and the deeds of foundation need to be notarized. All documents mentioned above have to be presented at the Commercial Chamber, accompanied by a deposit certificate and the non-objection declaration.

Taxation of Dutch subsidiaries

Any subsidiary registered in Holland is considered a resident company and has to pay corporate taxes identical to those of any other local company. Therefore, registration at the Tax Office is obligatory. The subsidiary should be registered at the Administration for Social Security in order to hire employees locally.

The corporate tax in Holland is 19% for yearly profits up to EUR 200 000 and 25,8% for income exceeding this threshold in 2024. Local companies pay taxes with respect to any profits generated worldwide. Holland is an EU member, so the EU Directive for parent companies and subsidiaries is applicable to Dutch subsidiaries of international companies. The Directive and the treaties for avoidance of double taxation between Holland and other countries guarantee significant tax relief and incentives.

Other taxes that Dutch companies need to pay include the tax on real property, transfer tax and contributions to social security. The fiscal year usually matches the calendar one. All subsidiaries of international companies need to follow the Dutch reporting and accounting principles. Incompliance with the filing requirements can result in fines and penalties.

The procedure for subsidiary registration for business purposes in Holland is uncomplicated and takes approximately 8 work days.

If you need more information on the procedures for setting up a Dutch business, do not hesitate to contact our local agents. They will provide you with more information on company formation and legal advice.

Corporate Law in the Netherlands, also called “Company Act”, is the major source of statutory regulations and rules for company incorporation and management.

The law lists the different types of companies that can be incorporated in the Netherlands and the rules pertinent to the procedure of establishment. It covers the compliance, taxation and management of corporations, and the procedures in cases of bankruptcy, merger and company acquisition. The document also stipulates the allocation of responsibility and power within companies.

Company establishment in the Netherlands

The Dutch Company Act specifies what business forms can be incorporated and what regulations and rulings are applicable to each form. Depending on the particular activities and the preferred manner of managing a business, investors can choose between a private (BV) and public company with limited liability (NV), or a limited and a general partnership. The law does not recognize partnerships as legal persons.

The Company Act also describes the process of formation and the corporate purposes of companies. The procedure for incorporation must follow the steps outlined in the law. The necessary documents, e.g. incorporation deed, must be notarized locally. The company’s managing directors are its representatives and their liability is determined by the specifics of the entity they decide to establish. For the purposes of incorporation, the entity will need a contributed capital; the subsequent share transfer is also covered by the corporate law.

All regulations in the Dutch Civil Code are consistent with the EC Directives, the law on securities trade supervision and the act on listed companies, partially governing the manner in which Dutch companies are managed. Foreign investors planning to form a Dutch company can initiate a process of due diligence.

Dutch company management

Company management, as provided in the Company Act, is a two-layered system, consisting of an executive board of managers and an advisory board of supervisors that oversees the managerial work. The model is valid for both public and private companies with limited liability. These boards are compulsory for large companies.

The company owners appoint the members of the managing board during incorporation. The responsibilities and powers of the managing board are laid out in the association articles. The liabilities and duties of the directors are legally established and may include criminal and civil liability.

Business owners hiring personnel in Holland should also observe the law on employment. It contains important rulings with respect to the employment conditions, the obligations and rights of employees and employers, the dismissal procedure, the wages and the working hours. The Dutch legislation on labour is flexible as regards workforce and has many particularities.

Do you need more information about the Dutch corporate law or would you be interested in registering a company in the Netherlands? Call our local agents in company incorporation for support and advice.

Change your company type in Holland. Business expansion may prompt investors to consider changing the types of their companies. There are many reasons to make such a decision: better recognition on the market, less liability and increased access to funds.

The initial choice of company type is largely dependent on the amount of available capital and the business opportunities at the time. The first step often is to set up a small business. In time the investors will decide whether to upgrade to another type of business form allowing them to broaden their horizons and develop further.

Converting a sole trader into a company with limited liability

Service providers can initially register as sole traders. This is a simple form of business allowing entrepreneurs to provide services to customers at low administration and incorporation costs. Sole proprietorship is a business owned by a single person. However, after some time the owner may decide to change the structure of the business and establish a company with limited liability (called a BV in Dutch).

The major reason for switching from a one-man business to a BV is limiting the liability. Sole proprietors are liable for all obligations and debts of their businesses, while the assets of BVs are considered separately from the personal assets of their owners. Read more on the difference between a Dutch BV and a Sole Proprietorship.

Investors converting to companies with limited liability have to incorporate their BVs following the normal procedure and register them at the Commercial Chamber. They also need to obtain an available company name and a registered address.

Our Dutch experts in company formation can assist you in incorporating your new company. Once the BV is established, the one-man business ceases all of its operations and its assets are transferred.

If you plan to switch to another form of business in Holland, you must remember that all contracts of the business will have to be signed again after the incorporation of the new entity.

Dutch company types

The available forms of business in Holland include partnership, private or public company with limited liability and sole proprietorship. International investors are free to incorporate any of these entities and pick the one corresponding to their business requirements.

Partnerships can be transformed into BVs through a procedure similar to the one described for one-man businesses. The partners have to establish a new entity, dissolving the partnership. The procedure for conversion from private to public limited liability companies and vice versa requires more steps including amendments to the Association Articles of the company.

If you need further information on incorporation in Holland, please, do not hesitate to contact our agents in company registration.

The Netherlands is among the largest providers of chemical services and products in Europe. The necessary materials are readily available or easily accessible, while the extensive national network for transportation facilitates travel on the continent and overseas.

If you are interested in establishing a company in the chemical industry of the Netherlands, please do not hesitate to contact our local incorporation agents. They will provide you with further information on company formation and investment opportunities in the country. You can also read this article for more information on the incorporation procedure.

Development of intelligent solutions and smart materials

The chemical industry in the Netherlands has adopted a methodical approach to finding solutions to the great challenges of society and, in particular, pays attention to 5 main areas: Resources and Climate, Food Security, Healthcare, Energy and Transport. Due to the multidisciplinary nature of the challenges, the sector works in collaboration with numerous other industries. The Dutch chemical sector has a platform aimed at connecting different stakeholders for the purpose of mutual creation of new solutions.

Similarly to other industries all over the world, the chemical industry in the Netherlands is facing the problem of depletion of resources. Natural sources are becoming increasingly scarce as a consequence of overconsumption or they are simply hard to find. The Netherlands is up to this challenge, as it can provide new opportunities and catalyze the shift towards more sustainable, greener chemicals. The current situation requires the utilization of more sustainable source materials that are also safer for the environment in the development of smart solutions and materials. Also, there is a need to adopt new processes with reduced formation of undesirable wastes and by-products.

Five significant contributions of the chemical industry in the Netherlands

1. Leading services and products

The chemical industry is among the leading sectors at a national level with significant contributions to the country’s economy. Holland is among the strongest providers of chemical services and products in Europe. The necessary materials are readily available or easily accessible, while the extensive national network for transportation facilitates travel on the continent and overseas. Also, the industry is taking important measures to become more sustainable.

2. Many leading companies establish their headquarters in the Netherlands

The country hosts sixteen of the top twenty-five chemical companies in the world, including Shell, AkzoNobel, BASF and DSM. Research is carried out at TNO and the universities of Delft, Twente, Wageningen and Eindhoven.

3. Competitiveness and collaboration among companies

The chemical industry in the Netherlands is competitive because of its integrated character. Companies trade with one another to purchase and obtain materials. Furthermore, they collaborate through partnerships with the government directed towards regional clustering, production and innovation.

4. Clusters of joint expertise

The chemical sector in the Netherlands is split into clusters combining specific expertise. For instance, in the south-eastern part of the country, there is a cluster directed towards materials with high performance, while the biotechnological branch has formed a south-western cluster. The companies supplying chemicals for biotechnological purposes are concentrated to the northeast.

5. Stakeholders work together to create innovations

The government, companies and universities collaborate in the development of new technologies, forming a stable chemical community. The sector works openly to create innovations. It achieves its goals through centres of chemical innovation where big companies, small businesses and start-ups work on innovative concepts and assess their feasibility. There are five such centres in the Netherlands: the Valley for Application of Green Polymers, Chemelot, Plant One, the Campus of Green Chemistry and the Biotech Campus. These companies share their expertise, services and infrastructure.

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