|Key Corporate Features|
|Type of Company||Private Limited Company|
|Minimum Number of Members||1|
|Location of members meetings||Netherlands|
|Minimum Number of Directors||1|
|Local director required||Yes|
|Location of directors meetings||Everywhere|
|Corporate directors permitted||Yes|
|Company secretary required||No|
|Qualified secretary required||No|
|Minimum paid up share capital||0.1 euro|
|Requirement to prepare accounts||Yes|
|Requirement to prepare audited accounts||Yes|
|Requirement to file accounts||Yes|
|Publicy accessible accounts||Yes|
20% for taxable income up to €200,000 25% above €200,000
|Requirement to file Annual Return||Yes|
|Change in domicile permitted||No|
|Publicy accessible records|
|Member(s)/ Shareholder(s)||Yes for single member company|
Principal Corporate Legislation
Commercial Code of the Netherlands
The Flex-BV Act 2012
Procedure to Incorporate
- A Public Notary is provided with the information and documentation in order to prepare the draft Articles of Association which are then filed with the Dutch Ministry of Justice.
- Before the actual incorporation can take place the Duty Ministry of Justice must first issue a “Certificate of No Objection”.
- Upon receipt of the “Certificate of No Objection” the notary executes the Articles of Incorporation
- The newly incorporated BV must then be registered in the Trade Registry of the Chamber of Commerce.
The deed and articles are prepared in Dutch but an English translation can be obtained.
Restrictions on Trading
Yes, specified groups, which include for example, banking, insurance, financial services, consumer credit related services and employment agencies.
Powers of Company
A Company incorporated in the Netherlands has the same powers as a natural person.
Language of Legislation and Corporate Documents
Registered Office Required
Yes, must be maintained in the Netherlands.
Shelf Companies Available
Time to Incorporate
Three to Four weeks.
A name that is similar to or identical to an existing company. A well-known name that is known to exist elsewhere. A name that implies illegal activities. A name, which in the opinion of the Registrar is considered undesirable, obscene or offensive. A name that implies royal or government patronage.
Language of Name
The name of the company can be expressed in any language using the Latin alphabet. The Registrar may request a Dutch or English translation to ensure that the proposed name does not contravene name restrictions.
Names Requiring Consent or a Licence
Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, co-operation, council, municipal or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or insurance industries.
Suffixes to Denote Limited Liability
Besloten Vennootschap (BV) and the new Flex-BV.
Disclosure of Beneficial Ownership to Authorities
No, although if the company has a single shareholder this is a matter of public record.
Authorised and Issued Share Capital
From 1st October 2012 the minimum authorised share capital is Euro 1 cent and the share capital can be denominated in any currency.
Classes of Shares Permitted
Registered shares with restrictions on their transferability.
From 1st October 2012 the following changes will apply:
- Shares with no or limited entitlement to distributions are permissible
- Shares with or without voting rights are permissible
- Share transfer restrictions are no longer mandatory
- Bespoke transfer restrictions, as agreed between shareholders, may be included in the articles.
Taxation is paid by companies in the Netherlands based upon annual accounts, which are submitted to the Dutch tax authorities at the end of the company’s financial year. A company is free to choose its own year-end.
Corporate Tax Rates are:
- 20% for taxable income up to €200,000
- 25% for taxable income above €200,000
Dividends are subject to withholding tax at 15%.
Value Added Tax
From 1st October 2012 the standard VAT rate will increase from 19% to 21%.
Double Taxation Agreements
The Netherlands is party to more than 95 double tax treaties.
An Annual Return which provides details of those who have held shares throughout the year and the current directors must be filed each year.
Financial Statements Required
All Dutch companies are required to file accounts with the Chamber of Commerce. There is a requirement for Dutch private limited companies to be audited if it meets two of the following three requirements;
- Assets greater than Euro 6m,
- Turnover greater than Euro 12m,
- And average number of employees greater than 49.
One. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the Netherlands but in order to obtain relief under the taxation treaties signed by The Netherlands it is likely that the company would need to be seen to be Dutch resident and therefore have a majority of the directors based in The Netherlands.
The minimum number of shareholders is one.
- Drafting the formation documents
- Notary costs
- Certificate of formation
- Memorandum& Articles of association
- Chamber of Commerce documents and registration
- Tax Office registration ( VAT, CIT and Wage Tax (if needed))
- Tax Office communication based on the salary of the director / shareholder