Starting a Business in the Netherlands

A Complete Guide

 

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.

 

 

Tax

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 €125,00 per month!

 

Step by Step

1. Quote + agreement on services

  • We will send you a personalised quote, based on the information provided to us. The prices of our services can be found in the table on the third page.
  • Your Dutch business will have to be registered at an address in the Netherlands. One of our services is providing a Virtual Office in the centre of Amsterdam. This will give you the opportunity to register your BV and to work and conduct meetings here while you are in the Netherlands.

2. Shared Dropbox folder

  • After we have established your needs and you have agreed to our quote, we will invite you to your shared Dropbox folder where we will collect all your documents. A Dropbox folder is the easiest, and safest way, to collect the documents we need to establish your company in the Netherlands.

3. Collect documents

  • We will inform you on which documents you need to collect, and how to collect them.
  • Collecting the documents can be done relatively quickly. Legalising passports can be done within a matter of days in most cases.

4. The Dutch notary

  • After you have collected all the required documents and uploaded these to your personal Dropbox folder, we will send these to the Dutch notary.
  • After review, where the notary checks if all the documents are in order, an appointment will be made for the signing of the deed of incorporation of your Dutch BV. This is usually 14 days after all the documents have been received by the Notary.
  • There is a ‘speed process’ which reduces the time from 14 to 2 days. This process costs an additional €200,00 (excl. VAT)
  • The signing of the deed can be done in three ways:
    • In person. You will come to the notary’s office to sign the deed.
      • Advantages: you won’t have to legalise your documents and you won’t have to pay for a Power of Attorney.
      • Disadvantages: an interpreter has to be present at the meeting if you do not speak Dutch, since all documents must be read out in Dutch. An interpreter can be quite costly (price on request).
    • Remotely. An employee at the notary’s office will sign on your behalf through Power of Attorney.
      • Advantages: you will not have to travel to the Netherlands to get your company incorporated. This will save on time and travel expenses. Moreover, there is no need to hire an interpreter and you will only have to pay for a translation of the deed.
      • Disadvantages: you will have to get your documents legalised which may take some time and may cost some money, depending on the country.
    • Remotely, in the Netherlands. You are able to visit the notary’s office in the Netherlands to show your documents but will not be present at the meeting.
      • Advantages: you will not have to take steps to legalise your documents, since you can meet with the Dutch notary in person. Also, you will not have to pay for an interpreter since you won’t be present at the meeting itself.
      • Disadvantages: You will have to travel to the Netherlands.

After signing the deed of incorporation

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

Pricing

Prices are excluding 21% VAT. 

ServicePrice (excl. 21% BTW/VAT)
Incorporation of BV (1 shareholder)€850,00
Incorporation of BV (1 Corporate shareholder)€950,00
Incorporation of BV (>1 shareholder)€1250,00
Incorporation of BV (>1 Corporate shareholder)€1350,00
Registration at chamber of commerce by notary€47,50
Office space / Dutch Address€125,00 per month
Research Costs€17,50 per involved person
Power of attorney€42,50
Bookkeeping, Quarterly VAT return and Income Tax for main director€150,- per month
Corporate Income Tax (including annual financial statement & deposit at chamber of commerce)€850,- per year
VAT registrationFree
General Tax AdviceFrom €99,00 per hour
Translation of documentsPrice on Request

Documentation & Information

In order to incorporate your BV, the notary will need to be provided with documents and information about you and your proposed company.

The purpose of providing these documents is to give the notary the information they need in order to correctly identify the shareholder(s).

The identification of a natural person is easier than the identification of a company as shareholder, therefore less documents are required.

Please make a selection below

Required documents and services

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 some cases it will be more cost effective to do the incorporation remotely, please get in touch to know which option is right for you!

 In person signingRemote signingRemote signing (in NL)
Legalised PassportNoYesNo (in most cases)
ApostilleNoYesNo (in most cases)
Legalised SignatureNoYesNo
Power of Attorney (€42,50)NoYesYes
Translation of Documents (€300,00 for English)NoYesYes
Interpreter (Price on Request)YesNoNo
Legal Opinion (only if incorporation is done by is a legal person)NoYesYes

 

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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

 

 

30-procent-ruling

This ruling enables an employer to pay his foreign employee 30 percent of his or her salary as tax-free allowance. This makes working in the Netherlands as a foreigner very attractive. 
 
 

 

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

Bank loan

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.

 

 

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