Registration of a company in Holland

Registration of a company in the Netherlands

Who might be interested in registering a company in the Netherlands? First of all, these are the businessmen who want to bring their company to the European level with new opportunities, while receiving all the benefits in the form of transparent taxation and valid laws for everyone.

The Netherlands is one of the most developed countries in the European Union, boasting a strong economy, high-quality infrastructure, a decent standard of living, excellent healthcare and education system. The Netherlands takes the 4th place in the unofficial rating of the European Union.

If you are not a resident of the European Union, but you want to establish your business here, “the company registration in Holland” service from our company can be the best choice and a good solution. Here are quite favorable conditions for the owners of companies, which will allow you to significantly increase capitalization and reduce tax deductions in the near future.

Benefits of registering a company in the Netherlands

Registering business in the Netherlands is profitable and justified in the long run. This state is one of the most prestigious European jurisdictions, which are characterized by:

1. Stable political system;
2. Constantly developing economy;
3. Protected financial market;
4. Using the latest business management technologies and so on.

Businessmen who are interested in registering a company in the Netherlands can count on certain privileges in the future. Firstly, the Netherlands is located almost in the center of Europe with ideal access to all the countries that are part of the European Economic Area.

You can quickly expand your sphere of influence, attract a new target audience, increase profitability and, if necessary, open additional subsidiaries of your company in any other country of the EU.

Establishing a company in the Netherlands is beneficial for both medium and large business, because it is in this country that the largest port terminals in Europe and the most important transport and logistics hubs are located. The country has a high international standing, cooperating in many areas of the economy with the largest economically developed countries of Europe and the world. Many of the most famous corporations have appreciated all the advantages of the location of Holland and the offered business opportunities when opening their offices and representative offices here.

Registering a company in the Netherlands automatically means increasing the credibility of the company itself and its founders in the eyes of potential partners and customers. It is prestigious, profitable, optimal from any point of your future business in Europe.

When certain amendments to the laws and taxation were introduced by the government in 2012, the Dutch business reached a new level. Favorable business conditions have attracted thousands of new investors and non-residents from all over the world, including post-Soviet countries.

Today it is very easy to register a company in the Netherlands, and the main advantage for many business owners is the minimum taxation and low requirements for the size of the authorized capital.

Tax rates in the Netherlands today are among the most loyal in Europe. Despite the fact that the Netherlands does not belong to the category of offshore countries, it is very profitable to conduct business here. This is largely due to the annulment of certain types of taxation, ranging from capital gains to the payment of dividends.

Here it is quite simple to solve any difficulties connected with double taxation of business. If your company is engaged in the manufacture of products in the intellectual field, you can additionally receive certain benefits.

Registering a company in the Netherlands and conducting business in the country can be the reason and basis for issuing a temporary residence permit. You will be eligible to apply for a residence permit status only after the company has worked in the Kingdom for at least one calendar year.

The applicant shall obtain a temporary residence permit for 24 months. Subsequently you will be required to prolong it, after which you will be able to bring your entire family to Europe.

What are the other reasons for company owners to establish business in Holland? An important factor is a developed and reliable system of law. Each business owner is protected by the state, so such phenomena as raidership, for example, are severely suppressed by the relevant authorities.

The main advantages of registering business in the country are as follows:

• Economic stability with constant GDP growth
• Opportunity to enter the European market with dozens of countries for import and export operations
• Opening business representative offices in any country of the European Union
• Conducting business in the EU countries without any obstacles from customs services
• The minimum amount of the authorized capital which is only 1 euro cent. You will be able to set up a Limited Liability Company like Besloten Vennootschap even if there is no down payment
• Minimum tax rates
• No taxes on business capitalization, increased interest on profits and royalties
• The possibility of obtaining a temporary residence permit in the country for the period of 24 months with a subsequent prolongation
• Business protection at the state level
• Working and fair legislation
• Each sector of the economy is assigned to a specific banking structure
• Foreign residents can freely operate currency without government control
• Maximum rating and confidence in Dutch companies both from business partners and consumers

If you are interested in the registration of Dutch companies in the smallest nuances, the specialists of our company are always ready to answer any questions you may have saving you time and nerves!

Taxation in the Netherlands. Tax rates

For many domestic entrepreneurs taxation in the Netherlands becomes a “pleasant surprise”, especially when compared with similar taxation in the post-Soviet countries. Business owners are exempt from the mandatory payment of many types of taxes. The same payments that you are required to make are significantly less in the amount.

The Dutch taxation system is quite progressive and flexible at the same time. Tax rates are largely determined by the size of your company, the industry in which it operates, the number of employees, and so on.

The main tax rates in Holland are:

• Value Added Tax.
  You pay a 21% tax when trading most goods and services in the country. Businesses related to the production and sale of medical and pharmaceutical products, food products, newspapers and magazines have benefits in the form of VAT reduced to 9% or completely abolished.
• Corporate income tax.You pay 20% of the profits for annual income up to €200,000 and 25% for amounts over €200,000.
• Personal income tax.It is 36.65% for annual profits up to €20,384, 38.10% for profits starting from €20,368 and up to €68,507, 51.75% for profits over €68,507.

In addition, there is a tax on received dividends, which can be up to 15%, as well as a tax on conveyances of up to 6%. Registration of companies in Eindhoven and other cities of the country does not provide for the collection of taxes on capital income, as well as on a stamp duty, received dividends and royalties.

There is a tax rate on social insurance, which should not exceed 27.65%. This tax must be paid by all employees of your Dutch company. It is also worth noting that the Netherlands has agreements with almost a hundred countries around the world regarding the elimination of double taxation.

Accounting in the Netherlands

If you establish your business in the country, accounting is mandatory. All existing documents relating to your company must always be available at the office in the country. What reports need to be submitted on a regular basis? First of all these are:

1. Accounting balance;
2. Documents on received profits and incurred losses;
3. Documents on financial movements;
4. Director’s reports;
5. Reports on incidents and emergency events that may affect the financial stability of the company.

Financial statements relating to the operation of the company in the Netherlands are filed annually at certain specified deadlines. If the company’s turnover exceeds €7 million, or if the reported profit for the reporting period exceeds €35 million, you may be checked by independent auditors at any time.

If your goal is to establish business in the Netherlands and enter the European and world markets, our company’s specialists are always ready to advise you on any issues. We provide professional assistance both in starting your own business from scratch, and in acquiring an existing local company with a real physical address and authorized capital.

Forms of conducting business in the Netherlands

Anyone who wants to establish their own business in the Kingdom must initially decide on its form. Currently, Dutch law describes a dozen types of legal forms of business, however, as practice shows, only a couple of them are of interest to foreign residents.

In particular, you can establish a private (closed) or public (open) LLC. What are their features and what advantages does the owner get under such forms of ownership? Let’s take a closer look at these limited liability companies.

BV – a Closed Private Limited Liability Company in Holland

In order to open a private limited liability company in the Netherlands, in accordance with the laws of the country, you will need to have a minimum authorized capital of only 1 euro cent. In the future the authorized capital can be increased. A compulsory condition for this form of ownership is the presence of a real office in the country with a designated physical address.

All existing ownership of the newly formed business will be expressed in shares, which may be:

• With privileges;
• With priority;
• With the right to vote;
• Without the right to vote.

The total value of the issued shares should put bounds, within certain limits, to the liability of the founders in financial matters. If you intend to sell or transfer your shares to a third party, confirmation from a notary public will be required. Transfers of shares not certified by a notary are legally unjustifiable.

A new company may have a minimum staff of one person who is both a shareholder and a director. The founder of the company has the right to manage the business. It is possible to involve shareholders of a nominal plan, as well as a local directorate which will work under the power of attorney.

A closed private limited liability company does not need a secretary to operate. If necessary and appropriate, you can hire managers and shareholders from the Dutch legal entities. Real shareholders and all information about them shall be carefully checked.

All data of shareholders are entered in the register, which must indicate:

1. Passport information;
2. Real address;
3. Available amount of shares;
4. The amount of the deposit and so on.

Any changes made to the structure of the company shall be displayed and certified by a notary.

As for the management of this form of business, it is quite simple. If the company has more than one shareholder, management is exercised by an elected Board of Directors. It is necessary to hold regular meetings of shareholders, which take place both in Holland itself and throughout Europe.

The main advantage of such a form of ownership as a private LLC such as Besloten Vennootschap is the minimum liability of its founders, expressed in the amount of their pledge contributions to the authorized capital. In any case the personal property and financial savings of shareholders will not be affected.

NV – an Open Limited Liability Company in Holland

First of all, this form of business ownership is interesting for large investors. An open limited liability company, Naamloze Vennootschap, must have a minimum authorized capital in the amount starting from €225,000, and to register the company a fifth part of the amount or €45,000 must be paid.

A newly established company must have at least one founder, as well as an elected board and supervisory body. The company shall be managed by the general meeting of shareholders, which is responsible for the made decisions. The issue of shares with priority and privileges shall be allowed, and a register of shareholders with full information about them shall be kept.

You can change one form of ownership into another if you enter changes to the company’s articles of association and notarize them. It is best to entrust such processes to proven professionals who are familiar with all the nuances and peculiarities of the Dutch legal environment and legislation.

Other forms of conducting business in the Netherlands

If for some reason the above types and forms of business are not appropriate for you, you can consider other available options as an alternative. For example, it can be a commandite limited liability partnership (Commanditaire Vennootschap).

A company of this type must have two founders, one of whom will be a managing director with unlimited rights and corresponding responsibilities, and the second one will contribute to the authorized capital and be liable for debts. As a rule, the format of the Commanditaire Vennootschap company is appropriate for conducting professional activities, but practically does not focus on the needs of the business.

Another business option is association or Vereniging. As a rule, this format is chosen by legal entities that are engaged in charity or work in the political sphere. The association can be engaged in the sale of goods and services, making a profit, but all income goes exclusively to replenish the authorized capital.

You can also organize a company in the form of a “partnership”, where there should be two founders with full responsibility for all the debts of the new enterprise. If the company’s funds are not enough to pay off debts, the founders compensate for the outstanding amounts from personal savings.

What else can be chosen as the form of ownership of the company? Opening of subsidiaries, registration of funds and similar organizations is allowed. You can open an independent company with one owner or a trust, which will be a non-profit structure.

Step by step stages of registering a company in the Netherlands

Usually establishing a new form of business in the country does not take much time. As a rule, it will take no more than one month to register a company. The key feature is that any citizen of any state, and not just a resident of the country, can be engaged in the registration. In this case, it is not required, for example, to be personally present at the signing of the founding documents: all duties will be assumed by your authorized representative.

1. Choice of original name.
   The main requirement is uniqueness, as well as the absence of analogies and associations with existing companies. Some words and phrases require special permission (“trust”, “bank”, “construction”, “science”, “municipality” and the like). It is forbidden to mention members of the royal family and so on. The unique name shall be checked by representatives of the Chamber of Commerce, after which the founder shall receive permission.
2. Selection of the form of ownership.
   The most popular options are closed and open limited liability companies. There are also several more options that can be used for business of a certain direction (including a start-up).
3. Visiting the bank and opening an account with the introduction of authorized capital into it.
   The size of the authorized capital can vary from 1 euro cent to €45,000. In the course of time, during the operation of the company, the authorized capital will increase. After depositing the initial authorized capital, the bank issues a document confirming the transfer of funds to the account. The contribution to the authorized capital can also be done through a notary.
4. Collection of documentation.
   You will need to collect the necessary package of documents of the founders, starting from passport data and ending with a certificate of registration (the full list will be announced to you by the specialists of our company). Compliance with an apostille and a notarized translation of documents into Dutch is required.
5. Executing a contract for a legal address.
   You must have a real office address in the country. It is allowed to use a home address as a legal address if you live in the territory of the Kingdom.
   We provide our clients with a full range of secretarial services ranging from a legal address to the provision of real job opportunities or meeting rooms, which is often relevant for negotiations with partners during business trips.
6. Preparation of the articles of association of the new company.
   The articles of association relate to the form of the enterprise, the amount of the  authorized capital, management, responsibility, and so on. The document shall be prepared in two languages, after which the articles of association shall be signed and notarized in the presence of shareholders and founders.If the company is opened without the presence of a client, then the draft charter shall be agreed electronically.
7. Registration of business.
   The notary shall fill out an application of the established form, after which the trustee shall submit it to the Chamber of Commerce together with the collected package of documents. After a full check, the new company shall be registered and receive a unique fiscal and tax number.

Buying ready-made companies in the Netherlands

In situations where you cannot wait even a month and want to start your activities in the country as soon as possible with minimal bureaucracy from the local authorities, the only alternative is to purchase existing Dutch companies.

When can it be interesting besides “urgency” and lack of time? You get the ownership of a ready-made business with a unique name. This name may well be associated with your past successful business in your home country or with the goods and services being promoted. A brand which is already popular is always easier to promote in the European market.

The companies which will be brought to your attention have a transparent balance sheet, they have a real legal address and a bank account with a minimum amount of authorized capital. After the purchase you immediately receive the entire package of documents of the founder, as well as the official seal.

It is not necessary to buy out the entire company – under certain conditions you can become a co-owner of a Dutch company by buying a part of it. The minimum contribution in this case will be a quarter of the real value of the business, but at the same time you will be able to conduct legal business activities in Holland and abroad.