Checklist for establishing a B.V. in the Netherlands

The Netherlands is a competitive destination for companies who want to boost their business growth in Europe. Utrecht Region, located in the heart of the country, is one of the most competitive regions in Europe. It offers foreign companies a healthy business climate, state-of-the-art infrastructure, highly educated workforce and an attractive tax system.

 

When setting up a business in the Netherlands/Holland, finding a suitable corporate form is essential. The B.V. is the most popular form in the country. B.V. stands for "Besloten Vennootschap met beperkte aansprakelijkheid". It is very similar to a limited liability partnership (LLP) under UK law but also has some features of a limited company. The following is a short checklist of 6 steps for setting up a B.V. in the Netherlands.

 

Note: This list is not claimed to be complete, nor legally binding and is without any guarantees. We always recommend getting advice from an individual and renowned advisor before and during your expanding process.

 

1. Why choosing a Dutch B.V.?

One of the most important arguments why you would want to set up a B.V. is that business partners in the Netherlands trust this legal form. Suppliers and customers appreciate the professionalism and stability that a B.V. embodies. The Dutch B.V. is liable with its assets, which allows the (international) spreading of risks. Compared to the formation of an English LLP, the capital investment is lower. Since 2012, the amount of the contributed capital (or optionally the contributed assets) can be determined by the company itself in the case of a so-called "Flex B.V.". The minimum contribution is 0.01 euros. In addition, it grants shareholders and managing directors a high degree of creative freedom. Establishing a B.V. in the Netherlands requires little time, sometimes just a few weeks. The B.V. i.o. ("in oprichting"/in formation) can already become operative beforehand. The taxation of company profits is very favourable in the Netherlands (see "Taxation of a B.V.").

2. What does it cost to set up a B.V.?

The costs of setting up a B.V. cannot be quantified across the board. As a rule, these costs lie between 2,500 and 4,000 euros, depending on various factors. In any case, the following aspects should be taken into account:

  • Company address in Holland: renting/purchasing office and business premises, co-working space, if necessary.
  • Tax and, if necessary, legal advice
  • Notary/incorporation deed
  • Registration with the Kamer van Koophandel (KvK), the Dutch Chamber of Commerce, costs: one-off 50 euros

3. Aspects you should know before setting up a B.V.

A competent sparring partner is indispensable when doing business in Holland; this is especially true when setting up a company. Experience shows that it highly efficient to work with local tax and law firms and notaries who specialise in providing cross-border advice to international companies.

Required for incorporation:

  • A company address
  • Various papers and documents (the tax adviser will provide information)
  • Shareholders' agreement/incorporation deed of the B.V. (legal advice required)
  • Identity card(s) of the founder(s) for the registration of the B.V.

4. Shareholders' agreement of a B.V.

The formation deed or shareholder agreement of a B.V. is usually very extensive. Shareholders can be legal entities as well as private individuals. The B.V. shareholders' agreement must contain the following information, among other things:

  • The name of the B.V.
  • The shareholders
  • The company's objective: It is advisable to explain the activities of the B.V. as comprehensively as possible. This will save follow-up costs.
  • The registered office (address) in the Netherlands
  • The shared capital can be contributed in the form of capital or assets.
  • A 'default clause' for members of the executive board and the board of directors, which regulates what happens if they cannot perform their respective functions.

5. Taxation of a B.V.

Corporate income tax ("vennootschapsbelasting") is due on the profits of a B.V.. Dutch corporate income tax is lower than most of its international counterparts. You find an overview of the tax rates on the website of the Belastingdienst, the Dutch tax authority.

Currently, profits of 245,000 euros or less are taxed at 15%. For higher profits, a tax rate of 25% applies. Therefore it is very beneficial for International companies to expand or move their business to the Netherlands.

6. Support with setting up a business

The International Team of the Regional Development Agency Utrecht Region supports International entrepreneurs who would like to set up a business in the Netherlands - especially in the Utrecht Region - or who have already done so. Their services cover market entry in Holland as well as the complete settlement process. Our team consists of all English-speaking advisors who are specialised in different business fields. They all have an extensive network of experts to provide the best possible support for a successful start in the Netherlands.

Your personal contact in Utrecht Region

Our team International of the Regional Development Agency happily matches their advice to your international growth ambitions. Don't hesitate to contact them.

business@romutrechtregion.nl

+31(0)6 1187 3202