Dutch company incorporation
We are specialized at helping foreign businesses expand into the Netherlands. It is most common to start doing business in the Netherlands using a BV company. The BV is a privately held company comparable to the “limited liability company” (LLC) in the US, the German “Gesellschaft mit beschränkter Haftung” (GmbH), or the Swedish “privat aktiebolag” (AB).
How to incorporate a Dutch BV in 10 steps
To incorporate a BV company, we help our clients go through the following steps:
Step 1: Find an address for your Dutch company.
Step 2: Find a local director or company secretary who keeps the company in good standing, and complies with Dutch corporate law requirements.
Step 3: Request a draft of the Articles of Association in accordance with Dutch law.
Step 4: Incorporate your BV company before the Notary Public. The minimum required share capital for a BV can be less than 1 €, though the BV can only issue registered shares.
Step 5: Register your Dutch company with the Trade register and Tax Authorities.
Step 6: Open a bank account and obtain internet banking access.
Step 7: Draft a Shareholder’s Agreement, if necessary.
Step 8: Find an accountant who understand your business, communicates in your language, and is used to work internationally.
Step 9: Arrange insurances, permits and licenses (if applicable).
Step 10: Take care of employment of local or foreign employees, contracts and payroll. Please note that if you employ expats you may consider applying for an expat ruling, arrange housing, get local coaching, etc.
Other legal entities and forms
Amsterdam Business Support has helped numerous foreign businesses and entrepreneur to start-up their company in the Netherlands. Below you find a short description of other commonly used legal forms.
The NV is the bigger brother of the BV. Unlike the BV, the NV can issue bearer shares and be enlisted at the Euronext Stock Exchange. The NV is a publicly held company comparable to the ‘publicly traded companies’ (plc) in the UK, the German ‘Aktiengesellschaft’ (AG), or the Swedish ‘publikt aktiebolag’ (AB publ). The steps to incorporating an NV are similar, but the NV has a minimum registered capital of 45 000 €.
Dutch Branch Company
It is also possible to expand into the Netherlands by opening a Dutch branch of a foreign entity. A branch is not a separate legal entity, but an establishment of a foreign company in the Netherlands. Depending on the activities, a branch is either taxable in the Netherlands, or in the home country of the foreign legal entity.
The Cooperative (‘co-op’)
The co-op is is often used as a holding company in international structuring. It is a very flexible legal entity with no minimum capital requirements, and a less regulated governance structure.
The cv (‘limited partnership’)
The cv is a non-corporate entity often used in international structuring for an optimal tax position.
If at least 90 % of an organisation is deemed by the Dutch tax administration to be focused on the ‘general good’ it can be instituted as a “Public Benefit Organisation”, or Algemeen Nut Beogende Instelling (ANBI) in Dutch. Such an organisation can benefit from many Dutch tax advantages.