What is the most common legal form for a company in the Netherlands?
A common choice for companies expanding into the Netherlands is a legal form with a corporate or legal personality: a private limited company (a Dutch BV or ‘besloten vennootschap’).
As a new BV, you are not alone: The Netherlands has about 350,000 registered BVs.
A Dutch BV has the following basic characteristics:
- Incorporated and registered in the trade register by a notary;
- The equity is divided into shares;
- The minimum share capital is €0.01;
- Directors direct the day-to-day operations;
- Directors may live and work outside the Netherlands;
- Directors may be individuals or companies;
- Address must be in the Netherlands.
Do I have to be in the Netherlands to open a business?
No, that is not necessary. As founder of a Dutch BV you can give a power of attorney to a notary. The notary will then represent you at the incorporation. This applies to both founders and directors. You have to submit various documents to verify your identity.
Cost and duration of registration
This is difficult to estimate, but below we have a time estimate from our ‘average experience’:
Duration:
- Completing the Incorporation Questionnaire 30 minutes (it’s up to you);
- Incorporation by notary 1 to 2 weeks;
- Obtaining company registration number <1 week after incorporation;
- Obtain corporate tax numbers <2 weeks after incorporation.
As for costs, this always depends on what services you want to purchase from a notary. Often the costs with a notary vary between EUR 550,00 and EUR 2.500,00.
Should you wish to register a company with international affairs, then this is often a more complex registration for which a notary will also charge more.
How do you obtain the registration number?
After finalizing and certifying the deed of incorporation of your new company, the notary takes care of the registration. The registration is done at the trade register of the Chamber of Commerce. The trade register issues the company number (commonly known as the ‘KvK number’). After the registration of the company, the Chamber of Commerce issues a first extract from the trade register (‘extract Chamber of Commerce’). This extract is proof of registration and contains the registration number of your company.
How do you obtain a tax number?
When registering a new company, the notary informs the Chamber of Commerce about your planned activities. These activities are communicated by the Chamber of Commerce directly to the Dutch Tax Authorities. Based on these activities the applicable tax numbers are issued. The most common number is the VAT number. In addition, you will be informed about the taxes to be paid and the frequency of filing returns.
Do I need an address in the Netherlands?
For the actual incorporation of a Dutch entity, you need an address to establish the company. This must be in the Netherlands. In theory it can be any address.
Commonly used options are so-called ‘virtual offices’. The landlord takes care of the incoming mail and forwards it to you. Such providers offer a range of services, such as turnkey offices, meeting facilities, etc.
If you need help finding a suitable office space, please let us know.
Do the directors have to come from the Netherlands?
No, that is not legally necessary. However, from a tax perspective it is wise to ensure that at least 50% of the directors are in the Netherlands. If the BV wishes to take advantage of the numerous tax treaties that the Netherlands has with other countries, this is a common ‘fiscal substance requirement’.
The absence of a predominantly Dutch board of directors can have adverse tax consequences in your country of origin. Your local tax authorities may argue that your Dutch BV is effectively managed in your country and therefore should be considered an entity of your country for tax purposes.
Need assistance?
Have questions? We offer several solutions for advice, administrative work and registration as such. In addition, we can support with housing and fulfillment of managerial requirements from the Tax Authorities.
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