• Ease of doing business

  As per statistics of the World Bank, Netherlands is ranked 24th place in the world for ease of doing business. Due to this, entrepreneurs and investors want to go for the process of company registration in Netherlands.

• Infrastructure Facilities

  Global infrastructural facilities are offered in Netherlands. There are high speed railways systems in Netherland that make transportation easy. Rotterdam is the largest seaport in the EU. Due to this, there is ease of conducting commercial trade in areas related to fisheries and cargo goods.

• Government Incentives

  Different forms of incentives are offered by the government to foreign entrepreneurs. Apart from this, there is limited government interference when it comes to foreign investment in the country.

• Tax System

  Netherlands has one of the most efficient tax systems in the world. All systems related to filing tax and tax returns are carried out online. Annual tax can be settled as per the requirements of the concerned authorities.

• Annual Audit

  Any individual going for company registration in Netherlands does not require to carry out annual audit requirement if the following criteria is sufficed:

  • If the turnover of the business is less than EUR 8.80 Million; and

  • If the firm has lesser than 50 employees.

• Skilled Employees

  As per statistics, individuals in Netherlands have high literacy. More than 90% of the population is literate. Hence skilled and diverse work force would offer their services to companies.

• C.V (Limited Partnership Entity)

  This is not considered as a legal entity in Netherlands. However, it is a partnership agreement between limited partners. However, in this form of business the liability of few partners is unlimited. There are usually general partners and limited partners in this form of entity. All the respective rights and liabilities related to this entity would be determined based on the agreement.

• Cooperative UA

  This is also considered as a Cooperative business that has the status of limited liability. The principle of separate legal entity would also be applicable to this form of entity. There would be members of the cooperative who appoint directors and other executives to carry out the business of the cooperative. Members are appointed to be considered in the board. Hence the cooperative is required to appoint only members to carry out directors duties.

• Branch Office

  The branch office is an entity which is registered by the foreign company. A company that has its operation outside Netherlands would usually open this form of entity. This entity would be a local office to carry out different business activities. A company representative can be appointed to carry out the functions with respect to the Branch office. The company representative has to be registered with the Dutch Trade Register.

• B.V (Private Limited Company)

  This is an entity which has the status of limited liability. The principle of separate legal entity would also be present. This would mean the liabilities of the shareholders and directors are limited only to a particular proportion of paid up capital. The directors and shareholders run the operations of the company. At least one director has to be appointed in the board. Minimum of 50% of the directors have to be Dutch nationals. Hence the requirement of the resident director is mandatory.

• Objects

  The objects of the company must be stated in the application.

• Minimum Capital

  For a company to incorporate in Netherlands, there has to be minimum capital which is subscribed. Every company has different minimum capital requirements:                                                                                                                                                                                                                                                    

  C.V (Limited Partnership Entity)

  There is no minimum capital requirements for forming this type of entity. All the partners have to agree on the contribution provided to forming this type of entity.                                                                                                                                                                                                                                     

Cooperative UA

For starting a Cooperative UA, there is no minimum capital. However, the members of the cooperative can mutually agree to contribute to the equity of the cooperative.                                                                                                                                                                                                                                 

Branch Office

Minimum capital would usually be determined by the head office outside Netherlands. This can be any amount.                                                                       

B.V (Private Limited Company)

There is no minimum capital requirement for establishing this form of company. Issued capital for this company can be of any amount.

The following procedure has to be considered for company registration in Netherlands:

BV (Private Limited Company)

• The applicant has to approach the respective civil law notary for company registration in Netherlands.
• After this the applicant has to execute the deed related to incorporation (incorporation documents) before the notary to carry out registration.
• The shareholder or applicant does not require to be present in person for carrying out the company registration in Netherlands. For this the shareholder has to execute a power of attorney. This would provide authority to the notary to carry out the incorporation procedure on behalf of the applicant or shareholder.
• After the incorporation documents are executed, the applicant would require to provide information and documentation to the Dutch Trade Register.
• Once the certificate or shareholders register is prepared by the notary, the same has to be kept in the official registered office address of the business.

C.V Limited Partnership

• First and foremost, all the partners have to enter into the respective partnership agreement. This agreement must be executed by all the partners of the business.
• Once the document is executed, the same would be filed with the Dutch notary. After reviewing the documents the notary would file documentation with the Dutch Trade Register.
• This would only be applicable for partnerships conducting business in Netherlands.

Cooperative UA

• The procedure for forming a Cooperative UA is quite similar to that of a private limited company (BV).
• The applicant has to approach the respective civil law notary for company registration in Netherlands.
• After this the applicant has to execute the deed related to incorporation (incorporation documents) before the notary to carry out registration.
• The shareholder or applicant does not require to be present in person for carrying out the company registration in Netherlands. For this the shareholder has to execute a power of attorney. This would provide authority to the notary to carry out the incorporation procedure on behalf of the applicant or shareholder.
• After the incorporation documents are executed, the applicant would require to provide information and documentation to the Dutch Trade Register.
• Once the certificate or shareholders register is prepared by the notary, the same has to be kept in the official registered office address of the business.

Branch Office

• Company Registration in Netherlands procedure for forming a branch office is different from the method which is utilised in forming the above three forms of business entities.
• First the head office (Outside Netherlands) has to take a board resolution as well as a shareholders resolution related to opening an office in Netherlands.
• Once this resolution is considered, then the office incorporated would be a branch office.
• Such incorporation application would be required to be filed with the Dutch Trade Register.
• The applicant would require official copies of the notary and all the charter documents from the head office. The charter documents would be the memorandum of association and articles of association.
• Extracts from a commercial register from the head office would also be required.
• Apart from this all documents have to be provided to the commercial registrar to carry out the incorporation procedure.

Companies have to comply with the requirements of local Dutch law. Apart from this, there are other formalities which have to be adhered for company registration in Netherlands:

• Shareholders Meetings

  Annual General meeting is required to be carried out by a BV (Private Limited Company). This must be carried out at least once a year. Other forms of business also require to conduct an annual general meeting or shareholders meeting.

• Board Meetings

  BV (Private Limited Company) are required to conduct at least one board meeting. However, if the compliance requirements are more for the company, then more than one meeting a year is required to be conducted. Partnerships do not need to have a board meeting.

• Annual Tax Returns

  All companies require to file annual tax returns with the respective Dutch Authorities.

• Business Registration

  All companies including a branch office must be registered within 8 days of incorporation with the Dutch Trade Register. All relevant information related to the shareholders and directors of the business must be up to date. If there is any form of changes, then the same must be notified to the Dutch Trade Register within 8 days of such change. For a partnership, registration is required with the Dutch Trade Register. However, if the partnership has a unit outside Netherlands that such registration is not required.

• Meetings

  Annual Board Meetings and Shareholder Meetings have to be held for BV and Cooperative. This would also be required for a Branch office.

The following documents are required for company registration in Netherlands:

BV (Private Limited Company)

• Deed of Execution
• Notary Application
• Articles of Association and Memorandum of Association
• Information on Shareholders and Directors (This information has to be provided only if the shareholding is 100%)
• Information related to registered address.

CV (Limited Partnership)

• Partnership Agreement
• Information on Partners.

Cooperative UA

• Deed of Execution
• Notary Application
• Articles of Association and Memorandum of Association
• Co-operative Agreement.

Branch Office

• Notarized Copies of the Charter Documents from Head Office
• Copies of the Memorandum of Association and Articles of Association
• Commercial register from the head office
• Passports and Visas of shareholders and directors
• Data Cards of Directors.