You are not the first one to set up a company in the Netherlands. Many have done so and many have had the same questions. To make it a bit easier for you, we have gathered those questions and our answers to them. If you have any other questions, please do not hesitate to contact us by email, live chat or by requesting a quote.
Yes, anyone in the world can establish and own a company in the Netherlands.
The basic requirements to found a private limited (BV) in the Netherlands are:
1. A valid business address (in most cases this can also be a residential address).
2. All shareholders and directors are over 18 years old.
3. At least one shareholder and at least one share of at least 0,01 euros.
To make the company operational, you will most likely need a VAT number and a bank account. It is up to the bank to take you on as a client and up to the tax authorities to hand out a vat registration to your company.
We recommend you to follow the so-called ‘substance requirements’. Below you’ll find a non exhaustive list of these requirements:
– At least half of the directors of the company should be resident of the Netherlands.
– The business address of the company is in the Netherlands.
– The main bank accounts of the company are maintained from 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.
Failure to meet these requirements can lead to the company being denied a VAT/BTW number and/or a bank account. Banks usually require that at least 1 director is a Dutch resident. For these reasons Legalee recommends its clients to employ a Dutch resident (nationality not important) as one of its directors. Registering a company without a local director is technically possible but you would not meet the Substance Requirements, which can have the aforementioned consequences.
First, we determine together which structure work best for your type of business activity. After an introductory e-mail or call we will send you a personalised quote. Together we will discuss which structure is most suitable and which services are required in your situation.
Second, we will start collecting all relevant documents and information to begin the incorporation. In this phase an invoice will be sent to you for the first instalment of the final price. Thisconstitutes roughly 50% of the total sum. Once we have confirmation of the payment you will be invited to your shared folder where we will collect all your documents.
Third, your data will be processed by the notary. After confirming that all documents are in order, the drafting of the deed of incorporation can start. This will take 1 week. An appointment will be made for the signing of the deed of incorporation. This can be done in person or remotely.
Fourth, the company will be registered at the chamber of commerce (KvK). You will receive a KvK-number which will allow you to open a bank account. Additionally, around one week after the registration at the chamber of commerce you will be contacted by the tax authorities about your VAT number.
Once you have received your KvK-number and a VAT-number your company is fully operational. Find further details on the process in our Timeline.
If you are setting up the company while you are in the Netherlands, the process takes on average 7-10 days.
If you are setting up the company from abroad (remotely), it usually takes around one week extra.
The length of the process mainly depends on the speed in which we receive the required documents. Usually, a setup of a BV with a non-corporate shareholder takes a week or two. Once the required documents are received, the notary starts the draft of the deed of incorporation, the drafts will be sent for approval after one week. Setting up a company with a corporate shareholder tends to be more time consuming, since there are multiple corporate documents that need to be collected and legalised.
The exact amount of tax you and your company will pay in the Netherlands will depend on the situation and the structure you choose. Among other things, it matters whether you and/or others will be employed by your company, how much profit you will make and whether you will incorporate a single private limited (BV) or a holding structure. Contact us for an evaluation of your case.
In 2020 the corporate income tax rate in the Netherlands is 16,5% up to € 200.000 and 25% for profits over 200.000 25,0%.
In 2021 the corporate income tax rate will be decreased to 15% over the first € 245.000 and 25% for profits over € 245.000.
In 2022 the rates will remain the same, but the threshold will be increased even further to € 395.000. In effect the tax burden from corporate income tax will decrease further.
1. One of the lowest corporate income tax rates in Europe.
2. Participation exemption. No taxation of intercompany dividend payouts.
3. The 30%-ruling. This gives a 30% tax break on wages in certain cases.
4. Lower corporate tax rate for innovative businesses (Innovation Box)..
5. In the top of countries with most bilateral tax treaties to avoid double taxation.
6. WBSO R&D tax credit. Innovative businesses who obtain this tax credit pay less wage tax and national insurance contributions.
7. The Energy Investment Allowance (EIA) lets qualifiying companies deduct 45% of the investment costs from the taxable profit on top of the usual depreciation.
8. MIA & VAMIL schemes. The MIA lets qualifying companies deduct a maximum of 36 percent of the investmens costs for environmentally firendly investments on top of the company’s regular investment deductions. The Vamil gives qualifying companies the opportunity to decide when to write off 75 percent of your investment costs, which gives advantages both in liquidity and interest.
6. Fiscal unity system that provides tax consolidation within a group (holding and operating BV).
Find out more in the tax paragraph in our guide or request a quote for more information.
In most cases it is beneficial to incorporate a BV holding structure. This means that you will incorporate two BV companies: one holding and one operating company. You will personally hold the shares in the holding BV. The holding BV will hold (part of) the shares in the operating BV. This will decrease your personal risk and will have certain tax advantages:
The holding company offers two important tax benefits. Under the Dutch tax rule participation exemption any profits on the sale of shares or dividend payments are received tax free in the holding. Because the profit is received tax-tree in the holding, you may use their full amount for further investments. This is a big cash advantage.
If you ever want to start up new activities, your holding company will serve as the base from where you conduct all of your activities. This allows you to use tax facilities such as the tax unity for the purposes of both corporate tax or vat. You may invest the profits of one BV tax-free in the other BV or offset any losses from the one with profits from the other, meanwhile lowering your tax bill.
Another benefit is the decrease of risk. Your company’s vital assets such as IP, cars, business real estate, extra cash) are put in the holding company whereas the actual activity is undertaken in the operating BV. If the operating company gets into trouble or even goes bankrupt, your most important assets are safe in the holding BV.
A final financial advantage once you have accumulated assets in the holding is that you can provide a loan/mortgage to yourself from the holding so you can skip a visit to the bank. The interest on this mortgage loan will be paid to your BV, which is owned by you so you will receive the interest. This interest is in turn profit in the holding and then taxed at the much lower corporate income tax rate. The interest that you have personally paid to your own holding is again deductible from your taxable personal income.
After you have started your Dutch company, the main maintenance costs will be renting an office address, accounting fees (bookkeeping, annual accounts and submitting tax returns), and banking fees. You can find more information about these maintenance costs on our services page or by requesting a personal quote.
To give you an idea about these costs for a simple Dutch private limited company (BV):
– Accounting fees are usually approximately € 2000,- per year.
– An office address varies, but is usually priced at a few thousand euros per year.
– Banking fees for a standard business bank account are approximately €100,- per year.
You do not need to visit the Netherlands in order to successfully incorporate your company. The entire process can be done remotely using a power of attorney. The costs remain the same, whether you are incorporating remotely or in person in the Netherlands.
Generally speaking, you can register the company at a residential address. This can for example be your own home or the home of someone you work with. In case the address is not your own, we recommend you to draft a formal rental agreement.
Furthermore, we advise that the company’s address reflects the company’s activity to a certain extent. If you are setting up a small marketing agency, it is not a problem if the company is registered at someone’s residential address. This might be different when you establish a large industrial company.
Most foreigners that open a company in the Netherlands, open a BV company. This is a private limited company. If one or all of the shareholders of the company are located outside of the Netherlands you should most likely open a BV.
The alternative is a self proprietorship (in Dutch: Eenmanszaak) or a partnership (in Dutch: VOF). This is only interesting if you have a very small business that will stay small, you are yourself physically based in the Netherlands and your business has a very low risk profile.
There are many things to consider when starting up a business in the Netherlands. Apart from the legal setup, there is the handling of your administration, submitting tax returns and arranging a registered address. There are many more things that could be useful to consider in your specific case. We have created a service table with all the services that are required, recommended or optional.
That depends on the setup of your company. To start up the incorporation process, you will only need to provide the following documents: Passport copy of all directors/shareholders of the Dutch company, proof of residence of shareholders and directors (for example a bank/utility/phone bill no older than 2 months). Additioanlly, a rental agreement of the office address the company will be registered at (not necessary if the company will be registered at residential address of (one of) the shareholders). If the shareholder is a company, additionally required is a document that shows the name, address and registration number of the incorporating company.
There is no minimum capital requirement. Technically it is 0,01 euros. So you will need to have at least one share of 0,01 euros.
No, there is no requirement to invest any money.
No, this is not possible. Since 2020 companies within the EU are required to give full transparency on UBO’s (the person behind a company or structure).
No, as a shareholder of a BV you can live abroad and own a company in the Netherlands. It is not a requirement to stay in the Netherlands. However, you will most likely need at least a representation in the Netherlands in the form of a resident director.
Up to €68.508 in personal income you will pay 37,35%. For personal income over that amount, you will pay 49,50%.
Yes, a foreign entity can be a partially or 100% owner of a Dutch BV company.
Your Dutch private limited BV can own all or a part of a foreign enterprise.
A company (BV, self proprietorship, partnership etc.) in itself is not required to have any permits or licenses to operate. However, a certain industry may require a business to have certain licenses or permits to operate in that industry. Examples are the pharmaceutical industry, certain types of transportation and selling alcohol.
Once the company has been incorporated, within 24 hours it will be automatically registered at the chamber of commerce (in Dutch: Kamer van Koophandel, or KvK). You will receive a KvK-number, with which you can go to any bank and apply for a bank account.
Do note that in the last few years basically all banks have tightened their policies. The most important policy is that banks require a resident director on the board of the company.
If you would like to use the Dutch tax system you will need a Dutch bank account. Services such as Revolut or Transferwise will not suffice. We can always help you recommend a bank if needed.
There are several bank you could contact to open a bank account for your company:
Bunq Bank. In our opinion, the best online bank in the Netherlands. The three main large banks are Rabobank, ING Bank and ABN AMRO Bank. There are a few smaller and specialized banks such as Van Lanschot Bank, a well-known bank for wealth management and SNS Bank.
Whether you should take out any insurance depends on your legal structure and your business activity. A BV company protects your personal liability to a large extent, but in many cases we still recommend to protect your liability even further with a proper company liability insurance. Especially when you are performing services with a higher risk profile or advising on issues with a higher risk profile, you should consider taking out insurance. We can help you find the right insurance company.
No, the company owner/director will need to go the the bank office themselves to apply for a company bank account. We have contacts at several banks but due to strict KYC regulations, we cannot open accounts on your behalf.
EU/EEA citizens can freely move to and work in the Netherlands, so will easily become residents when they move here. If you are from outside of the EU, you might have to apply for a visa. Use the Dutch Immigration Services (IND) website to figure out what exactly is required in your situation.
If you are from the US or Japan you can obtain residency through the Dutch American Friendship Treaty (DAFT) or Dutch Japanese Trade Treaty.
In case you are working on an innovative startup, in some cases you can be granted residency under the so-called Start-up Permit. You will need to have an innovative product or service, supported by a solid business plan, sufficient financial resources and a facilitator.
The investor visa can be obtained by wealthy individuals that invest at least €1,250,000 into a Dutch entity. Certain rules apply.
– A sole proprietorship (eenmanszaak) can simply be deregistered at the chamber of commerce (kvk.nl).
– A private limited company (BV) is liquidated by first assessing the financial position and subsequently a decision from the general meeting of shareholders. This decision should then be registered at the chamber of commerce.
That depends. In a private limited BV company with sufficient profit, you are generally supposed to pay out a salary to the main shareholder/director. If at all possible, you are supposed to pay out a salary to the main-shareholder/director before you hand out any profits to the shareholders in the form of dividends.
There are certain steps you will need to once the company has been registered:
1. Setting up a bank account. One day after the company is incorporated you will receive your chamber of commerce (KvK) number. You can use that apply for a bank account for you new company
2. Setting up salary/administration. Your new company will need to setup an administration to pay the salary of the employee(s) as soon as possible. Our accounting partner can assist you in setting up an administration.
3. You will receive communication from the Belastingdienst regarding your VAT/BTW number, usually within 5 working days after the registration of your company.
4. Make sure you are legally compliant by setting up the a few recommended and required legal documents such as GDPR/Privacy agreements and General Terms & Conditions.
5. Arrange additional services such as business insurance and a Dutch phone number.
It does not matter where in the Netherlands you start the company. The company will be centrally registered at the chamber of commerce.
You should almost always arrange for general terms and conditions.
If you process anyone’s data (almost everyone does), you should consider having GDPR agreements such as a privacy police, cookie statement and a Data Processing Agreement.
If you start the company with one or more partners, we strongly recommend you to set up a shareholders’ agreement. Here you will outline the most important things about the relationship between the shareholders. For example what happens when one shareholder decides that he or she wants out.
If you or anyone else is employed in your company, you should formalize this using a Dutch employment contract.
If you are planning on borrowing money from and to your company (this is common practice), you should set up a current account agreement.
If you are setting up a holding structure, you should almost always use a management agreement between the holding and the operating BV.
These are the general agreements we recommend you to arrange, depending on your situation. In specific industries and situations other types of agreements might be useful or even required. You can always contact us to assist you with this
There are many public and private initiatives to get your venture funded. We are always willing to help you get in touch with the right financiers. Contact us for more information.