Netherlands Company Registration - Remote Incorporation
The Netherlands, which is ranked fourth on Forbes’ list of the Best Countries for Business, is a fantastic location to incorporate a business. In accordance with the 2019 World Bank rankings on the ease of doing business, the Netherlands is placed in the 42nd position out of 190 countries. Since the Netherlands, which has a population of 17.9 million
people, which gives international businesses a higher purchasing power customers.
Additionally, the Netherlands has been ranked in first place in the EF English Proficiency Index. The Netherlands has developed infrastructure that facilitates global trade and draws foreign investors to register a Dutch company. The largest seaport in Europe is located in Rotterdam, which facilitates mobility between the nations and makes it simpler for entrepreneurs to have quick access to many European nations.
This article will briefly go over the procedures for Netherlands company registration. It will go into more detail about the paperwork, advantages, and requirements that must be met for company registration in the Netherlands.
What makes the Netherlands the best place for foreign company registration?
- It has the lowest corporate income tax rate in the EU.
- It is the EU’s most dynamic center of industry and trade.
- 100% foreign company registration allowed if you incorporate a Dutch BV.
- Excellent infrastructure and logistics services.
- Central geographical position and easy accessibility.
- Startup Visa and Entrepreneur Visa for business owners.
- Economic and political stability.
Netherlands Company Registration Procedure in 7 Steps
Here is the process of Netherlands Company Registration:
- Verify the availability of the company name and submit an application for Dutch business name registration
- Select the type of business structure in the Netherlands you wish to incorporate.
- Collect all the required documents for Dutch business registration
- Draft the Deed of Incorporation of the company
- Register the company with the commercial registry in the Netherlands
- Complete registrations for employers and taxation in the Netherlands
- Acquire the required Netherlands business permits and licenses
- Open a Corporate Bank account
Netherlands Company Registration Step-By-Step
Usually, the Netherlands company registration process takes around three weeks if all the documents are in order. Also, you will not be required to visit the Netherlands to complete any formalities as our team will do the necessary legal work for you. Here is a step-by-step process of Netherlands company registration.
Step 01: Consultation
Before you start the Netherlands company formation process, it is important to determine if you are legally permitted to do so. This includes seeking consultation from an Immigration and Naturalisation Service (IND) lawyer, determining the business activity and scope, and choosing the business structure in the Netherlands that suits your requirements.
Note: You can consult with Odint Consulting, we are one of the leading consulting firm based in the Netherlands.
Step 02: Business plan and business name
The name of your proposed entity should be unique, relevant, and appropriate. You need to ensure that the services advertised via your business name are the ones that you provide. Once the name is finalized, we check with the local Chamber of Commerce unit for the availability of the name. If available, we submit an application for Dutch business name registration.
Step 03: Prepare the documents needed for the Netherlands company registration
Gather the necessary documentation for the Netherlands company setup, such as the name reservation application, share capital details, application form, articles of association etc.
Step 04: Application for company registration in the Netherlands
Once the documents are notarized, you need to fill out Form 8 and submit the formal Dutch business registration application to the Chamber of Commerce of the city.
Step 05: Tax and Employer Registration
Once the company is registered, you need to submit an application for tax and VAT registration with the Tax Administration. You can also file for Employer Registration at the same time.
Step 06: Opening a Corporate Bank Account
The next step is to open a corporate bank account in the name of the entity. You may also chose to open online banking in the Netherlands. As soon as the bank account is opened, you need to deposit the initial share capital of the company if required.
Step 07: Licenses and work permits
Some corporation might require Netherlands business permits or licenses to operate in the nation. As a part of the Netherlands company formation process, it is important to secure such documents to commence operations in the country.
Documents required for Netherlands company registration
The following documents are essential to register a company in the Netherlands:
● License approval and name reservation application.
● Copies of the current trade license.
● Details about the company business area.
● Form for business registration that has been completed.
● Power of attorney granted to the firm’s director or supervisor.
● Share capital details.
● Memorandum of Association & Articles of Association of the company.
● Board Resolution for employing the Director or the executives.
Eligibility Criteria for Netherland company registration
The following qualifying requirements must be met in order to register a Dutch company:
| CRITERIA | REQUIREMENTS |
| Paid Up Capital | 1 Euro |
| Shareholder | Minimum 1 |
| Foreign Director | Minimum 1 |
| Local Registered Address | Mandatory (Virtual/Physical) |
| Preferable Type of Company | BV(besloten vennootchap) |
1. Minimum one shareholder
For a limited company, a minimum of 1 shareholder is necessary.
2. Minimum capital requirement of at least EUR1
With a share capital of EUR1, an LTD Company can be formed in the Netherlands.
3. Minimum one director
A minimum of one director from any nationality is required to form a company in the Netherlands. Also, a local Dutch director is not necessary for Netherlands company setup.
4. Registered Address
A registered address is required for establishing a firm in the Netherlands.
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Types of Companies in The Netherlands
There are a variety of Netherlands company types that can be fomed in the nation. Before you begin the Netherlands Company Registration process, it is important to identify the best structure for your business. Here are the different Netherlands company types that can be incorporated in the country:
| Type of Income | Features |
|---|---|
| Sole trader / Proprietorship | It is a legal structure without a legal personality. The proprietor is liable for the company and its finances and debts. Only one sole proprietorship can be opened by you. You need to maintain financial records for your business. |
| B.V. or Private Limited Company | A Dutch B.V. is similar to a private limited company. You need to hire the services of a civil/law notary for registering your company and maintaining financial records as per the prevalent laws. |
| General Partnership or VOF | A minimum of two people can work together under a common entity name. Every person will be a partner. The partnership is not a legal entity. Hence, partners are liable for the debts of the partnership. VAT is liable to be paid. |
| Cooperative | You can start a business cooperative or an entrepreneurs cooperative. A cooperative needs at least one partner. It needs to be registered in the Dutch Commercial Register via a deed drafted by a civil-law notary. |
| Limited Partnership or C.V. | It has at least two partners – a managing partner and a limited partner. It is not a legal entity but needs to be listed in the Commercial Register handled by the Chamber of Commerce. |
| Foundation | This is a not-for-profit entity. A Foundation has a board but no shareholders or members. You need to draft a deed via a civil-law notary listing its statutes. |
| Association | This is also a not-for-profit entity. It has at least two members. There are two types of Associations in the Netherlands – Association with Full Legal Capacity and Association with Limited Legal Capacity. You need to list your Association in the Commercial Register. |
| Public Limited Company or N.V. | This is a large company, limited by shares, and has several directors. NVs that trade on the stock market have to adhere to the Dutch Corporate Governance Code. The NV needs to be registered in the Dutch Commercial Register. |
| Branch Office | International businesses can open a branch office in the Netherlands. The branch office in the Netherlands does not need to be registered as a separate legal entity but has to be listed in the Dutch Commercial Register. |
| Dutch subsidiary | Two of the most widely-used structures for Dutch subsidiary formation are the public company (NV) or a private limited liability business (BV). Because it is separate from its parent corporation, it has total authority over management and decision-making in the organization. |
Advantages of Netherlands Company Registration
- One of the lowest tax rates in the EU, currently set at 19% for income up to €200,000 and going up to 25% for higher-income brackets.
- Value Added Tax not charged for transaction with other EU member states
- Ranks among the top ten countries for business around the world
- An English-speaking population (93%)
- Highest number of double-tax treaties in the world
- One of the most competitive and innovative economies in Europe
- The founding member of the European Union
- Availability of a highly educated workforce and ranks third globally in terms of education levels.
- The government provides various incentives to foreign entrepreneurs and minimizes its intervention in foreign investment within the country.
- The high-speed railways systems in Netherland make transportation quite convenient. Rotterdam is the largest seaport in the EU. Due to this, there is the ease of conducting commercial trade in areas related to fisheries and cargo goods.
- Does not need to go through an annual audit if the following conditions are met
If the business’s annual turnover is below EUR 8.80 million and the firm employs fewer than 50 individuals.
Government Bodies Involved In Netherlands Company Formation
| ASPECT | FEATURES |
| Tax Advantages | Low Tax Rates |
| Holding | 100 % ownership of a company |
| Internationally Recognized | International Reputation |
| Timeline | 30 to 35 working days for company setup |
| Ease of incorporation | 100% Remote Process |
The following government bodies will be involved in the Netherlands company registration process:
- The Dutch Notary
- Dutch Chamber of Commerce
- The IND (Immigration Office)
- The Dutch Tax & Customs Administration
- City Council for a BSN (if needed)
- A formation agent (like Ondemandint)
Compliances For Companies Incorporated In The Netherlands
While every company has to comply with the Dutch laws, there are certain corporate compliances to keep in mind:
- Shareholder meetings must be conducted at least once a year
- Depending on the legal structure registered by you, there might be a requirement of conducting Board Meetings
- In the Netherlands, all companies must file annual tax returns with the authorities
- Within eight days of incorporation, your company needs to be registered with the Dutch Trade Register
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Netherlands Corporate Taxation Policy
The Netherlands Ministry of Finance governs the Dutch Tax Office. You will be subject to taxation in the Netherlands on your wealth, assets, and income. A company registered in the Netherlands is liable to pay Corporate Income Tax (CIT) on its worldwide income with certain exemptions.
- The standard CIT rate is 25.8 percent.
- Tax rate on taxable income is up to 395,000 euros is 15%
- Tax rate on taxable income above 395,000 euros is 25.8%
- The CIT rate for fiscal investment funds is 0 provided the company makes the profits available to shareholders within eight months of the year-end.
- A special tax regime exists for profits derived from a self-developed intangible asset, called the Innovation Box regime, the effective tax rate is 9 percent.
- A special Tonnage regime exists for certain shipping companies in the Netherlands.
- Around 100 bilateral tax treaties to avoid double taxation
- If you are hiring employees from abroad, you can offer 30% of the employee salaries tax-free.
- There are three VAT (Value Added Tax) rates in the Netherlands: 0%, 9%, and 21%, depending on the goods or services you offer.
Tax Calendar in The Netherlands
- You need to file corporate tax returns annually. The last date for filing returns is five months after the end of the fiscal year. While a fiscal year is usually the same as the calendar year, there are deviations available from this.
- You can choose to file your VAT returns monthly, quarterly, or annually.
- Monthly VAT returns are due within two months of the end of the month
- Quarterly VAT returns are due within two months of the end of the quarter
- Annual VAT returns are due within three months of the end of the fiscal year
- The return period for payroll tax is based on how you pay your employees.
Cost To Incorporate in The Netherlands
When starting a business in the Netherlands, the general cost to incorporation is as follows:
● A one-time charge of €75 must be paid in order to enroll a new company.
● The price of forming a typical BV entity is approximately EUR 1,500 (excluding VAT). This comprises the expense of translating the standard articles of association from Dutch into English.
● NV’s incorporation expenses, excluding VAT, range from EUR 1,850 to EUR 3,100.
● The Netherlands charges €1250 to incorporate a CV.
Conclusion
The Netherlands, one of the founding members of the EU, is regarded as an excellent location for starting a business. Over the years, the country has established itself and has presented a strong reputation in the world of trade and commerce. The well-educated and skilled population of the Netherlands provides businesses with a desirable labor pool. Additionally, the Netherlands has a secure corporate environment as the country ranks among the top ten countries with the lowest levels of corruption worldwide.
If you wish to register a company in the Netherlands, you can reach out to our business expansion experts at Odint Consultancy. Our team of experts will assist you with all the necessary details required for company registration in the Netherlands.
FAQ’s
If all your documents are in order, then you can register a company in the Netherlands within 3-4 weeks.
According to the Dutch Company Laws, you are required to have a resident director to register a private limited company in the Netherlands.
There is no minimum capital required to register a company in the Netherlands.
No, you can assign a representative or give the power of attorney to the notary to carry out the registration formalities.
A one-time charge of €75 has to be submitted electronically to the Dutch Business Register (Handelsregister) in order to enroll a new company in the Netherlands.
Yes, with the help of Odint Consultancy, you can establish a company in the Netherlands remotely.
With the lowest tax rates in the EU, an English-speaking population, extensive double-tax treaties, developed infrastructure, and Europe’s largest seaport in Rotterdam, the Netherlands offers several reasons for establishing a business. These factors, among many others, contribute to the country’s attractiveness as a prime location for business ventures.
If you’re planning to relocate to Netherlands for business purposes, opting to set up a limited company offers a quicker and more advantageous approach. A limited company offers limited liability protection, easier access to capital, and perpetual succession.
