Setting up a company in the Netherlands

– a Guide –

 

STEPSREQUIREMENTSDOCUMENTS
HOLDINGPRICINGTAX

 

Steps

Step 1. Quote + agreement on services

After an introductory e-mail or call we will send you a personalised quote, based on the information provided to us.


Step 2. Invoice + shared Google Drive folder

After we have established your needs and you have agreed to the price quote, an invoice will be sent to you for the first instalment of the final price. This is already included in the price sent to you earlier and usually constitutes around 50% of the total sum.
Once we have confirmation of the payment you will be invited to your shared Google Drive folder where we will collect all your documents.


Step 3. Collect documents in Google Drive

Through our Guides, placed in your Google Drive, you will be informed  on which documents you need to collect and how to collect them.


Step 4. The Notary

After all the required documents have been collected and uploaded to your Google Drive folder, we will send these to the Dutch notary. An appointment will be made for the signing of the deed of incorporation of your Dutch BV.


Step 5. Signing of the Deed of Incorporation

Your Dutch company can be incorporated in one of two ways:

In person: You will come to the notary’s office to sign the deed.

Advantages:

The fastest way to incorporate the company. The company will be registered into the Chamber of Commerce within 24 hours of signing the deed.

Disadvantages

An interpreter has to be present at the meeting if you do not speak Dutch.

Power of Attorney: The notary will sign the deed on your behalf, using the POA

Advantages:

You will not have to travel to the Netherlands to get your company incorporated. This will save on time and travel expenses.
There is no need to hire an interpreter since you will not be present at the signing.

Disadvantages:

You will have to get your documents legalised which will add some time to the process.


Step 6. After signing the deed of incorporation

The notary will register the BV on into the Registry of the Chamber of Commerce.
The deed and all related documents will be sent to the address of the BV.
You will get a VAT (or BTW in Dutch)-number from the Belastingdienst within 5 working days after the registration of your BV



Requirements

Your new company will need to meet some requirements in order to be set up successfully. The most important of these are called the ‘Substance Requirements’. These include, but are not limited to, the following:

At least half of the directors of the company should be resident of the Netherlands.

The bookkeeping of the company must take place in the Netherlands.

The company must comply with all its tax obligations in the Netherlands and is not treated as a tax resident of another country.



Documents

Shareholder is a person:

Passport copy of the shareholder(s) and director(s)

A proof of residence of shareholder(s) and director(s)

Proof of address the BV will be registered at


Shareholder is a company:

Passport copy of the shareholder(s) and director(s) of the Dutch BV

A proof of residence of shareholder(s) and director(s)

Proof of address the BV will be registered at

A passport of the UBO (‘s) of the incorporating company

Articles of association of the incorporator, including an English translation, provided with a legalisation and apostille.

An extract from the Chamber of Commerce with legalisation and apostille

UBO Declaration – which shows who the UBO of the incorporator is, with legalisation and apostille. Legal opinion

Legal opinion – a document stating the decision making powers of the Director(s) of the incorporating legal entity


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Holding Structure

Holding BV and Working BV

A BV Holding structure generally works as follows:

Two Dutch BV Companies are incorporated.

One BV company is being used as a Working company.

The other BV company is a Holding company.

The entrepreneur owns the shares of the Holding BV.

The Holding BV owns the shares of the Working BV.


Why a Dutch BV holding structure?

There are multiple reasons an entrepreneur might choose to go for the Holding structure, the most important being Tax and Risk management

Tax

The most important tax advantage is the participation exemption (in Dutch: deelnemingsvrijstelling). – Profits made from the sale of the company that are transferred to your holding BV will not be subjected to profit tax. Learn more

Risk

The holding company functions as an extra layer between you, personally, and the business’ activity. Your BV’s can be structured in such a way that it will protect the company’s equity. Built up pension provisions or profits will be shielded from your business’ risks.


When is a Dutch BV holding structure suited for my company?

If there is a good chance that you will sell your company one day. The profit you make from selling your business can be transferred to your holding company tax free. This is called the ‘deelnemingsvrijstelling’ (participation exemption).

If your holding BV has a stake in multiple BV companies you do not have to pay out a salary from each of the stakes. This will save you in your income tax and administrative burden and fees.

There is a need to protect your capital from risk.

Schedule a call with one of our tax advisors to find out more.



Tax

The Netherlands has one of the lowest Corporate Income Tax rates

With a rate of just 20% for profits up to €200.000 euro and 25% for profits over €200.000 the Netherlands applies one of the lowest tax rates to corporate profits in Europe. This rate applies for BV and NV companies. Let us compare some of the corporate tax rates across Europe:

CountryCorporate Income Tax Rate
Netherlands20 - 25%
Germany30 - 33%
United Kingdom19-20%
France33.33%
Belgium34%

Deelnemingsvrijstelling

One of the most used tax advantages is the so-called deelnemingsvrijstelling. In short, this is a Dutch tax regulation that exempts an entity that has a stake of at least 5% in another entity to pay tax over the profit paid out to the receiving entity. This tax-regulation is often applied with mother and daughter companies.

Example Deelnemingsvrijstelling

Mother BV has a 100% stake in Daughter BV. Daughter BV makes €100 profit and pays €20 in corporate income tax (20%). Daughter BV pays out the EUR 80 as dividend to the 100% shareholder, Mother BV. The €80 that Mother BV receives is exempt from corporate income tax.

So the total taxation for this structure is 20%. If this ‘deelnemingsvrijstelling’ was not in place, the total taxation would amount to another EUR 16 (20% of the €80 dividend) which would make the total tax rate 36% and the taxes to be paid €36.

This is advantageous for the mother company in case of a profit-turnout. Additionally it could save a lot of money when the mother company decides to sell the daughter company. The entire profit from the sale of the daughter company will flow tax-free to the mother company. The daughter company has already paid corporate income tax over the value increase of the company (the profit) in the years prior to the sale. Taxing the profit again when the daughter company is being sold would mean double taxation of the profits.

Pricing


ServicePrice
BV with non- corporate shareholder€799,00
BV with corporate shareholder€999,00
Holding BV (if incorporated together with an operating BV)€599,00
+ Extra shareholder€100,00
Research Costs€20,00
Translation of documents
€100,00
Stichting/Foundation€1500,00

Tax services

Tax/bookkeeping services are provided by Koning Administratie in Hoofddorp, near Schiphol Airport

Bookkeeping and Quarterly VAT return for:Price per year
< 100 yearly invoices€750,00
100 – 1000 yearly invoices€2000,00
1000 – 2500 yearly invoices€3000,00
More than 2500 invoices per yearOn request

All prices are excl. 21% BTW


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