Guide to starting a business in the Netherlands

If you are considering setting up a business in the Netherlands, there are a few things you should arrange. And although anyone can start a company in the Netherlands, you should be aware of the rules, risks and possibilities of your specific situation.

In this guide we will walk you through the topics relevant for foreigners who want to incorporate a BV or other business type in the Netherlands. If you are interested in a free-of-charge quotation or a call, please contact us here.

Milan van Boheemen. Founding partner
Milan van Boheemen. Founding partner

Questions about company formation in the Netherlands?

Let's discuss for example how to register a BV or other entity in the Netherlands and which contracts you need to have to be legally compliant.

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Company Formation in the Netherlands - Process & Timeline

Steps to incorporating a BV at the notary public

Read our guide on the 5 steps to incorporating your BV company

Incorporate in person or remotely

You can either set up your company in person or remotely. These days in many cases we can even do this through a video call.

Read more about the procedure and required documents

Registration at the Chamber of Commerce

Within 24 hours after the incorporation your company will be automatically registered at the Chamber of Commerce. You do not have to do anything for this. You will be able to find you Chamber of Commerce number (kvk-nummer) in the KvK-database.

Read our guide on registering at the KvK

Registering for a VAT number

Your company will most likely need a VAT registration number. After the registration at the Chamber of Commerce, your company details will automatically be forwarded to the Dutch Tax Authorities (Belastingdienst).

Read our full guide on VAT registration

Opening a bank account

Around 24 hours after the incorporation, your company will be registered at the chamber of commerce. With this registration number (kvk-nummer) you can visit a bank to open a bank account.

Read our guide on opening a Dutch business bank account

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Running and maintenance of a company in the Netherlands

Funding a BV

There are essentially two ways to finance your new BV company: by selling/issueing shares (equity financing) or by receiving a loan (debt financing).

Read our guide on equity and loan financing here

Looking for outside investment or a loan in the Netherlands? Read our funding guide.

Choosing the Right Legal Entity and Structure

Legal entity

When starting a new company, founders should first select the preferred legal business structure:

  1. sole proprietorship/partnership or a
  2. private limited (BV) company).

A Dutch private limited (BV) company can be structured in roughly two ways:

  • A BV with a natural person or company as the shareholder.
  • A BV holding structure consisting of a holding company that owns (part) of the shares in another bv, the operating BV.

Read everything about the various legal forms and structures in our guide

Requirements to incorporation of a BV company:

There are different requirements depending on the legal entity and structure you choose. For example, a BV should have a valid business address and only 0,01 euros in share capital. On top of that, it might be necessary to install a local director.

You can read more on these requirements here

BV Holding Structure

The personal holding BV company holds the shares in the operating bv. This ensures risk reduction and in most cases a lower tax burden. Find a few of these advantages below:

  • A holding bv is exempt from tax on a realised profit on the sale of shares in the operating company
  • 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.
  • You protect losing your accumulated gains in case of bankruptcy of the operating company.

Read our full guide on the BV holding structure here

Choosing a sole proprietorship or partnership

For some small businesses a self propriertorship (in Dutch: Eenmanszaak) or a general partnership (in Dutch: VOF) can be considered. The setup is simple and affordable, but depending on the business the tax and liability is often less attractive.

Read our comparison of the eenmanszaak, vof and BV

Going from an Eenmanszaak to a BV

There's a few options for this, the most common ones are Activa/Passiva transactie or 'Assets-liabilities transaction' and Geruisloze inbreng or 'Silent contribution'

Read more in our guide on converting an eenmanszaak to a BV

Transfer of shares in a Dutch BV

In practice, a 'share split' involves a delivery of shares from one shareholder to another, also called a share transfer. In the Netherlands this takes place via a notarial deed.

Read more on the transfer of shares in our guide.

Closing Down a BV company

Step 1: Assess the financial position

  1. Identify your debtors and creditors;
  2. Determine whether the B.V. still has property;
  3. Make an overview of all contracts and all (future) obligations;
  4. Check if your B.V. still has shares in another company;
  5. Find out which tax obligations still have to be met.

Step 2: Dissolution decision

The resolution to dissolve is taken by the general meeting of shareholders. Determine during the meeting who is the liquidator of the B.V. is appointed where and with whom the administration will be kept and whether the board is discharged. A termination decision must always be entered in the KvK Trade Register. You do this through the “form 17A”. Are you the only shareholder of the B.V.? Then you can take the decision to dissolve without an official general meeting of shareholders.

Please note: when a decision to dissolve comes into effect, you cannot simply revoke or withdraw without the intervention of a judge. This follows from Article 2:19 paragraph 4 of the Dutch Civil Code B.V. immediately ceases to exist in the event of a turbo liquidation of a petition with the court. When the two months expire without opposition set up, the liquidator may proceed with payment according to the distribution plan.

Read a full overview of closing a BV in our guide

Required Documents

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).
  • 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 are different ways to proceed with the incorporation of a Dutch BV; this can be
done in person at the office of the notary or remotely, either from abroad or while being
in the Netherlands. In many cases it is possible to do the verification online using a video call app!

Find out more about required documents and legalization

Taxes for businesses in the Netherlands

Choosing between different types of Dutch entities or structures can have large fiscal consequences. Our tax advisors will look at your specific case and find out what structure works best for your business purpose.

When doing business in the Netherlands your BV company and you will be subjected to several taxes, most prominently:

  • Corporate income tax (in Dutch: Vennootschapsbelasting, Vpb)
  • VAT (BTW)
  • Personal Income Tax (Inkomstenbelasting, or IB)

Read our complete tax guide

Tax advantages

There are many reasons to start a business in the Netherlands. The Dutch government has introduced many incentives to attract foreign investment.

There are many sector specific incentives and benefits. If you have any questions on this, please request a quote for more information.

Read our full article on tax advantages in the Netherlands to discover more

Administration and tax

A BV company has a few administrative and taxation obligations:

  • Administration. You are required to set up and maintain an organized administration and keep your books for 7 years.
  • Tax filings and returns:
    • Corporate income tax (Vpb). You are required to submit a corporate income tax filing.
    • You are required to submit a VAT return after every quarter.
    • Personal income tax. As a director-shareholder you usually have to file for income tax. Dividend tax. In some cases you will have to pay dividend dax.
  • Annual financial statements filing. Your BV has to draft and file its annual reports and accounts with the Chamber of Commerce (Kamer van Koophandel, KVK). The size of your company determines exactly which information you’ll need to file. Legalee and its partners can arrange all administration and tax obligations for you or help you to minimize your administration effort. Please contact us for more information.

Read our full accounting compliance page for more information on this topic.

Accounting Packages

Startup package ∼ 20 transactions per month

The fee is €145 per month

Scale-up package ∼ 40 transactions per month

The fee is €185 per month

Holding package

The fee for a holding BV in a holding structure is €95 per month

Master package

Get a personal quote

 


All packages include:

  • Booking of purchase and sales invoices - You are required to set up and maintain a well-organised administration and keep your books for 7 years.
  • VAT returns (quarterly) - If your company is registered for VAT, you are required to submit a VAT return after every quarter.
  • Verify Bank mutations (matching with purchase/sales invoices)
  • Month-end closing
  • Quarterly Reviews
  • Personal account manager
  • Free onboarding process
  • Free transfer of administration
  • 1 sparring session during the calendar month

Annual work, deposit and corporate tax filing can be taken out outside of all monthly subscriptions. Legalee offers these services through its partners.

Annual accounts
Corporate income tax return
Personal income tax
Employee payroll
Accounting software license
Tax & financial advice
30%-ruling application
Decrease minimum director's salary (DGA)
Financial prognosis
Sole proprietorship
Article 23 permit / VAT representative
EORI application
IOSS registration

Permits and licenses

Depending on the type of business you will run, certain permits, licenses or other documentation may be required. Check out our guide on permits and business licenses.

Arrange contracts and legal compliance

Contracts for the BV

Shareholders’ agreement

A shareholders’ agreement contains the agreements between the shareholders in a private limited company (BV). In the contract you lay down the agreements about the decision-making and protection of shareholders. The agreements from a shareholders’ agreement are binding on the shareholders and supplement the statutes of your BV. A shareholder agreement is not required by law. If the BV has several shareholders, it is highly recommended to enter into a shareholder agreement. If there is a BV with only one shareholder, a shareholder agreement is not necessary.

Management-agreement

The director of a BV is also called a manager. This manager can be both a natural person, but is very often another BV company. The manager does not have a labor contract, but uses a management contract. This agreement contains agreements about the duration, the reimbursement and the work to be performed. A manager does not receive a salary, but a management fee. He sends a monthly invoice to the company for this. The company does not have to withhold wage taxes from the management fee.

Current-account agreement

Even if you borrow money from your own company, or if your operating company borrows money from your holding, it is important to record this well. For example when the company needs a bridge loan and you provide this from your personal account.  But also when you have a personal bill paid by the BV. You do this with a current account agreement. The Tax Authorities only accept this if the agreements remain ‘business-like’, meaning that your company could also give this loan to someone else on these terms. Read more about the current account agreement or order directly.

Employment contract

With an employment contract for a director (major shareholder) you determine the agreements between a director (who is also a shareholder) and the director’s company. For example, the salary, the number of vacation days and much more. You can also prepare a management agreement for the director, however this is only possible if the director has a so-called holding company.

Other agreements

General terms & conditions

The Terms & Conditions (in Dutch: algemene voorwaarden) describe your company’s general legal terms such as delivery and payment terms. Other words for terms and conditions are terms and conditions, delivery conditions, service conditions, promotional conditions etc. So legally speaking it makes little difference how you call your conditions. The general terms and conditions for services are suitable for multiple use, which is useful, because you do not have to draw up new conditions for every agreement. To use the general terms and conditions, you only have to declare them applicable and hand them over (this can also be done by e-mail) to the person with whom you are entering into the agreement. We offer different types of terms and conditions to our clients. For example:

GDPR agreements

If your company shares personal data (and almost every company does) you will need to have your GDPR documents in order. Since 2018, the “General Data Protection Regulation” (GDPR) applies throughout the European Union. This new privacy law contains rules in the field of privacy protection. Customers and consumers get more rights; companies more obligations. If you do not comply with this, you risk hefty fines. These can amount to 4% of your annual turnover. Make your company GDPR-proof with our GDPR documents.

Other business-specific agreements

Based on your specific type of business or industry, there may be other agreements that you should consider arranging. Find a few examples below:

  • Freelance agreement (in Dutch: Opdrachtovereenkomst). If you are a contractor you will need to establish your relationship with the principal in an agreement.
  • Partnership contract. If you are running a legal partnership (in Dutch: vof), it is strongly recommended to put your agreements with your partner(s) in a partnership agreement.

Contract Packages for Dutch Companies

1 shareholder Multiple shareholders

Compliance for BV with personal shareholder

€ 500From € 550
  • Shareholders' agreement (If 1> shareholders)
  • Employment contract
  • Full GDPR package
  • Terms & Conditions
  • Current-account agreement
  • Contractor's agreement

Compliance for BV Holding Structure

€ 500From € 650
  • Shareholders' agreement (If 1> shareholders)
  • Employment contract
  • Full GDPR package
  • Terms & Conditions
  • Current-account agreement
  • Contractor's agreement
  • Management agreement

Custom offer?

Request a quoteRequest a quote
  • Company formation
  • Legal contracts & compliance
  • Tax & accounting services
overview of legal contracts for Dutch BV holding structure

Business Insurance in the Netherlands

In many cases it is advisable to insure yourself against possible risks, whether you are operating a Dutch BV company, a self proprietorship or any other type of company form. In the Netherlands, insurance is taken out with private insurance companies.

Read our full guide on company insurance in the Netherlands here

Why the Netherlands?

The Netherlands has a very business-friendly climate.

The World Economic Forum ranks the Netherlands as the 4th most competitive and innovative economy in the world. There are two other European countries, Switzerland and Germany, in the list. So why not choose them? The simple reasons are that Switzerland is not a member of the EU, does not use the euro currency and is one of the most expensive nations in the world. Germany generally has a very solid economy, but is less business-friendly than the Netherlands. For example: Germany has a corporate income tax rate that is over 10% higher than the Netherlands.

Beneficial tax regulations for international companies and expats

The Netherlands have one of the lowest corporate income tax rates in Europe. Let us compare some of the corporate tax rates across Europe:

CountryCorporate Income Tax Rate
Germany30% on average. Combination of federal and municipal tax.
United Kingdom19 - 20%
France26.5%
Italy28% approximately, based on national and regional taxes
Spain25%
Portugal21%
Ireland15% (from 2022)
Netherlands15 - 25,8%
Belgium25%
Sweden20.6%
Norway22%
Denmark22%

Furthermore, expats are treated very friendly with tax incentives such as the 30%-ruling. Then there is the holding company-regime that makes for a flexible way to handle your profits or the sale of your business.

The Netherlands is a part of the EU

The Netherlands has always been a trading nation. Because of this our country has built up a very good relationship with most countries abroad. The Netherlands was one of the founding members of the European Union. As an international operating your business in the Netherlands you will find the many advantages of being part of this ‘family of countries’. Probably the main advantage is the so-called European Single Market. This guarantees free movement of goods, capital, services and labour within the EU countries. As a business this means that you can, for example, easily and freely import and export throughout the EU and employ nationals from other countries in the Union.

The Netherlands is a logistical hub

The ‘mainports’ of Schiphol and the international sea harbour of Rotterdam are two of the most important corridors in goods flowing through Europe. If you are an international trading company the proximity to Rotterdam can truly be an advantage. Schiphol is in the top 3 of biggest airports in the world. The airport is located only 10 minutes from Amsterdam’s city centre and offers direct flights to all continents.

Population & Workforce

The Netherlands has a well-educated population. Most Dutch citizens speak English very well. Labor laws have become increasingly flexible, which benefits potential employers.

Do you need more reasons why the Netherlands is your next business destination? Check out this page.

Visa & Residency in the Netherlands

You do not need to be a Dutch resident or citizen to start a business here. In most cases you would like to live in the Netherlands. EU/EEA-citizens can live, work and do business in the Netherlands without any hassle. If you are from another part of the world, other rules could apply. To avoid issues, please visit the Dutch Immigration website or check out the Visa page on this website.

Read our full guide on visa and residence in the Netherlands

Other Services to Consider

Find an investor or loan in the Netherlands

  • ‘Traditional’ financing. The traditional banks still play a large role in ‘fuelling’ small and medium-sized enterprise in the Netherlands. Since interest rates are still relatively low it is a relatively cheap and accessible way to gain access to capital. Although some bank do finance on a business plan alone, it is always much easier to obtain a loan when you can guarantee for it. For example a property, house, cash or other personal assets. Your professional experience and level of education also weigh in on the decision whether or not to hand a loan to you. The main Dutch banks provide loans to businesses: ABN AMRO, ING, Rabobank, Triodos.
  • Micro loanQredits Microcredit / SME-loan If you are not eligible for a business loan at the big banks, you can turn to Qredits. This is a financing institution partially financed by the government and the banks. To get a loan at Qredits you need to have a rejection from one of the big banks first. Qredits gives out ‘Microcredits’ up to €50.000 and SME-loans up to €250.000. The procedure is relatively simple. However, the interest rate on your loan could be a bit more harsh (+/- 9%).
  • Direct Investment. Another possibility is to get a direct investment. The Netherlands has a fairly well developed Venture Capital market with plenty of access to capital. We can help you finding the right partner or investor.
  • Crowdfunding. Over the last few years we also notice a growing popularity in new ways of raising money. Crowdsourcing has increasingly become a reliable source of funding for many startups and even established businesses. Crowdfunding comes in many forms and sizes. The main types are a loan, a convertible loan, pre-sale and donation. Platforms like Collin Crowdfund have made it increasingly easy get your funding done. You can always contact our tax advisors to make sure that you pick the type of crowdfunding that suits you and your business’ needs best.

Read more about how to attract capital in the Netherlands.

Phone number / landline

Having a Dutch phone number is not a requirement but having it will make you and your business come across as more trustworthy. Most customers prefer calling a Dutch landline number instead of a mobile phone number. Legalee partners with a VOIP provider specialized in setting up a landline phone number and redirecting it to your mobile phone number.

Website & marketing

At Legalee we have many years of experience in helping foreign entrepreneurs setting up their businesses in the Netherlands. Working with a wide array of clients from all over the world, we have acquired thorough knowledge of their wants and needs. One of the main challenges when starting up your Dutch enterprise is to get noticed online. We can help you with your online presence in the Dutch and European market. Contact us for more information.

Checklist: Everything you should arrange to set up and manage your BV company

 Single BV:
Shareholder is a Person/Company
Holding structure:
holding bv + operating bv
Incorporation
Deed of incorporation✔ Required✔ Required
Translation of documents✔ Required✔ Required
Shareholders agreement★ Recommended (if multiple shareholders involved)★ Recommended (if multiple shareholders involved)
Registration
Chamber of commerce registration (KvK)✔ Required✔ Required
VAT registration✔ Required✔ Required
EORI registrationOptionalOptional
VAT representativeOptionalOptional
Legal contracts & compliance
Management agreementOptional★ Recommended
Current-account agreementOptional★ Recommended
Employment contract main shareholder-director★ Recommended★ Recommended
GDPR Compliance★ Recommended★ Recommended
Tax & Accounting
Bookkeeping✔ Required✔ Required
Quarterly VAT return filing✔ Required✔ Required
Annual financial report✔ Required✔ Required
Corporate tax return✔ Required✔ Required
Address & Office
Registered address✔ Required✔ Required
Physical office spaceOptionalOptional
Mail forwarding serviceOptionalOptional
Dutch phone number★ Recommended★ Recommended
Banking & Insurance
Bank account★ Recommended★ Recommended
Company insurance★ RecommendedOptional

*Compliance with Wtt. Legalee can assist in finding a solution for tax and office for their client through third parties. However, Legalee does not provide this service themselves and therefore is not part of the service of incorporation of a company in the Netherlands. These services are optional services carried out by a third party provider. Providing such services in-house would require a license according to the Wtt (Wet toezicht trustkantoren). Legalee does not possess such license since company formation is the core service of Legalee.

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