Starting a Business in the Netherlands
A Complete Guide
Requirements for starting a Dutch LLC
Requirements for starting a Dutch LLC
As per the new company law in the Netherlands, the Dutch BV formation may have one or more founders who can either be companies or be individuals. It even allows the company to have one shareholder, who is even eligible for being the manager. Above all, there is no requirement of minimum share capital. However, the founder of the company is required to deal out one share with a voting right.
One of the most basic requirements for the BV Company formation Netherlands is to have a registered address in the country. Before the company is registered, the articles of association and a deed of incorporation (in Dutch) must be drafted before a public notary. These documents contain complete information about the management board, the shareholders, the registered address, the authorized share capital, and a short detail of the business activities.
One of the main concerns of people opening a new business is taxes. The Netherlands has a fairly mild fiscal climate for businesses. However, you need to know the system and the rules to gain all the tax benefits you can get. We can assists you in making the right tax decisions when setting up and running your Dutch business.
Corporate Income Tax in the Netherland
The Corporate Income Tax rate in Holland is based on the amount of profit. If your profit is not higher than 200.000 euro, you will pay 20% CIT. If the taxable amount of profit is larger than 200k, you will pay 25% Corporate Income Tax. This is low compared to other Western European countries:
- The Netherlands: 20 - 25%
- Norway: 25%
- Germany: 30%
- Luxemburg: 30%
- Italy: 31.4%
- France: 33.3%
- Belgium: 34%
Only the UK has a comparable Corporate Tax Rate (20%) but since the UK is leaving the EU it has become much less attractive for international businesses.
Tax benefits for Dutch BV
Besides a low corporate tax rate, the Dutch tax system gives LLC’s (and their owners) many tax benefits.
Opening a bank account for your Dutch BV
It is quite easy to open a business bank account for your new Dutch business. The only real requirement is that your company is officially registered at the Dutch chamber of commerce (Kamer van Koophandel). In general, as the director of your BV, you will go to the bank yourself. We can help you find the right bank and even set up an account for you.
Dutch Bank account: Which bank for my LLC in The Netherlands?
There are several large banks (ABN AMRO, Rabobank, ING Bank). They all have business packages that are more or less similar. The monthly fare will be around 10 euros or less. You often pay extra for online banking (internetbankieren) and a debit and/or credit card. These banks can also make you an offer for insurance (liability, personnel, disability, stock etc.).
Additionally there are somewhat more budget banks these days (KNAB, SNS, Bunq etc.). If you are looking for a bank account without any fuss, these are cheap alternatives with decent service. Do not expect the world from them when it comes to knowledge about more advanced services such as insurance, loans or investment advice.
Finally, there are a few specialized business banks. Their activities are more focused on business, investment and wealth management. Examples are Van Lanschot Bankiers and MeesPierson. Their fees are a lot higher than the banks above, but if you are looking for a bit more dedicated banker, they could be a good pick.
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Office Space in The Netherlands
Having an office/address in the Netherlands is required to start doing business here. We can arrange office space from €100,00 per month!
Step by step
Once you have drafted the articles of association and the deed of incorporation, you can commence the registration procedure of the Dutch BV company formation with following steps:
- company name reservation
- the deed of incorporation and the articles of association submission
- getting the registration number
- registering with the tax authorities
- registering with the social security authorities
Where do I register my business in the Netherlands?
The company will have to be registered at the Dutch Chamber of Commerce, the Kamer van Koophandel (KvK). Registration at this Dutch Trade Register costs 50 euro. You can look up any other business in their online register.
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Advantages of a Dutch LLC
- Required starting capital is only 0,01 euro.
- You can start a BV alone or with others
- It is relatively easy to hire personnel from a BV
- Very limited liability for directors of the BV
- Many tax advantages (all dependent on specific circumstances)
- tax deduction of investments
- tax-free depreciation
- tax advantage deduction of Research & Development (R&D)
- insured for social insurance
BV or NV: Choosing the Right Legal Entity
The BV is an LLC; a limited liability company. One of the main purposes is keeping liability for the owner limited. The “besloten vennootschap” or BV is the Dutch equivalent of an llc. It is broadly comparable with the private limited liability company in the United Kingdom, the German Gesellschaft mit beschrankter Haftung (GmbH) and the French société a responsabilité limitée (SARL).
Next to the BV, Dutch Companies can also be a ‘naamloze vennootschap’, or NV. The NV is comparable to the American 'Corporation'. The legal entity of companies traded at stock exchanges is NV. This legal entity is also comparable to the British public liability company (plc), the Aktiengesellschaft (AG) in Germany and the French Société Anonyme (SA).
BV and NV; differences between two limited companies
The BV can only issue registered shares. This in contrast to the NV, which can issue registered AND bearer shares. NV shares are freely transferable, for example through the stock exchange.
Since 2012 (introduction flex BV) shares of a BV are freely transferable as well. Whether or not you can transfer BV shares freely depends on what rules are drafted in articles of association. Often transfer restrictions limit shareholders in this freedom. If so, a shareholder cannot transfer shares without the consent of the other shareholder(s). They have a first (pre-emptive) right to buy the shares from the selling shareholder.
A BV has become an even more attractive business entity since 2012 when the flex BV was introduced. There is no minimum share capital required to set up a BV limited liability company anymore.
From a legal perspective the NV and BV do not differ a lot. For most small and medium sized companies a BV structure is the best solution.
Financing your Dutch Business
A Dutch LCC company requires zero capital. The administrative costs to set up your LLC are also relatively low. However, your business needs to run and grow. Most businesses starting up in The Netherlands need some kind of financing. With our network we can connect you with the most suitable supplioers of financing and investments.
Small loan / micro credit
If you only need a small amount of financing, for example an addition to your work capital, a micro credit could be interesting. A micro credit is a loan up to 50.000 euro. In The Netherlands the organization Qredits supplies dutch businesses with micro credits. The procedure is relatively simple and the term are favorable. The rent is relatively high. We can assist you with the application
You can submit your business plan for free at any Dutch bank. They will review your application. The amount of money you can apply for is virtually unlimited. Main advantage of a regular bank loan is that the rent will be much lower than the rent for micro financing. Banks review your application based on your plan, but they also look closely at the security offered by you. If you own a house, have a substantial amount of money, higher education etc. that could help in getting a green light on your bank loan at a bank in the Netherlands.
Investment opportunities in The Netherlands
There are several networks of investors in Holland. Also “angel investor” networks have become more common lately. Let us guide you through the maze of financing opportunities in the Netherland.
Visa & Permits
In order to secure a Dutch residence permit as a self-employed person, holder a start-up company or limited liability company or Investor Program, the Dutch Immigration Authorities (IND) requires that the applicant meets certain conditions:
The activities you are about to do should serve an essential interest for the Dutch economy. The product or services that you are going to offer must be innovative in nature for the Netherlands. To assess this, the IND requests advice from the Netherlands Enterprise Agency (RVO). The RVO is acting in this on behalf of the Minister of Economic Affairs. The essential interest is assessed on the basis of a scoring system.
The scoring system consists of 3 parts:
1. Personal experience (education, entrepreneurship, work experience)
2. Business plan (market analysis, product/service, price, organization, financing).
3. Added value for the Netherlands (innovation, employment creation, investments).
Please find below a very brief description of the options:
For a Dutch start-up residence permit a Recognized Facilitator which needs to be trustworthy and knowledgeable will need supervise your business activities is needed. Recognized Facilitators are appointed by the government and a list of these Facilitators can be provided upon upon request.
· The product or the service is innovative.
· The start-up entrepreneur has a (step-by-step) plan in order to move from idea to business.
· The start-up entrepreneur and the facilitator are both registered in the Trade Register of the Chamber of Commerce.
· There are sufficient financial means (resources) to be able to reside and live in the Netherlands.
This is the commonly used regular work and residence permit for applicants who will run their business (self-employed or limited liability company) in the Netherlands. The applicant will need to prove that the business activities will serve an essential Dutch interest by means of an elaborate and sound business plan and third party financial prospects. Financial evidence supporting the application must be checked by a certified external expert (a chartered accountant, an accounting consultant, an accountant or a financial advisor).
Simplified procedures are applicable for US and Japanese nationals under this category
Investor Visa/ Wealthy Foreign Investor
The wealthy foreign investor’s immigration category, introduced in 2013, allows foreign wealthy investors to receive Dutch residency rights by investing in the Dutch economy under certain conditions. The application itself will be assessed by the RVO, who will review the application on several grounds (e.g. business plan, innovative plan etc.). In general, all investments will be assessed on whether there is any added value for the Dutch economy in order for the wealthy investor to receive a Dutch residence status.
· Individual invests at least 1,250,000 EUR in an entity/ company in the Netherlands
· Money transferred to a Dutch or EU bank
· The investment is of relevance to the Dutch economy
· The origin of the money/ investment is not malafide (i.e. not from illegal activities)
· Individual has sufficient and steady means/ income