Opening a business in The Netherlands
By Ana Maricic, 07.09.16
The Netherlands has one of the most liberal trade and investment policies in the world. Also known as Holland, the country is a founding member of the European Union, the World Trade Organisation and the OECD. The country has an attractive tax regime including an extensive network of double-taxation treaties.
The Dutch government and local authorities offer incentives to foreign investors based on a number of factors, most particularly the region where the new company is to be based. Funding from the European Union is also available.
There are four main company types in the Netherlands:
- Public Limited Company (BV)
- Private Limited Company (NV)
Private Limited Company – BV
The Dutch B.V. is the most common used company type in the Netherlands for conducting business activities. In 2012, Dutch company law simplified and reduced the cost for the incorporation process of a BV. This included abolishing the requirement to provide for a bank statement upon incorporation and reducing the minimum share capital of a company from €18,000 to just €1.
A shareholders' liability is restricted to the amount of capital contributed to the company and there is no nationality requirement for shareholders. The Audited accounts of the company must be filed with the Chamber of Commerce.
Public Limited Company -NV
A Dutch NV is a suitable entity for companies wishing to raise capital publicly and listed on the Stock Exchange. The minimum share capital of a NV is €45,000 and 20% of the authorized share capital must be issued on incorporation. Similar the BV, a shareholder’s liability in a Dutch NV is restricted to the amount of capital contributed to the company and there is no nationality requirement for shareholders. The Audited accounts of the company must be filed with the Chamber of Commerce.
Dutch Partnership – VOF & CV
A Dutch General Partnership can be formed with a minimum of two members. These partners can be Dutch or foreign residents. There is no minimum capital required when incorporating a VOF. Partners involved are liable for the obligations of the partnership to the extent of their personal assets.
Dutch Limited Partnership - CV
A Dutch Limited Partnership can consist of two types of partners; active and limited partners. Active Partners are responsible for the management of the company and have full liability of the partnerships debts. Limited Partners have limited liability to the extent of their contribution and do not get involved with the management of the company, unless stated otherwise in the partnership agreement.
A Dutch Branch is the most popular format for foreign companies opening in The Netherlands. The foreign parent of the branch is responsible for all of its liabilities. There are no formal accounting requirements for a Dutch Branch however they are still required to register with the Chamber of Commerce and must have a minimum of one director.