The most common business form used globally is a Limited Liability Company. The majority of countries have their variation. In the Netherlands, it is known as a “Besloten Vennootschap with beperkte aansprakelijkheid” (BV).
In the Netherlands, forming a private limited corporation requires some steps. We shall outline the full procedure in this article.
What is a Private Limited Company?
A private limited company, PLC, is an independent legal entity, meaning that the liabilities of the owners and directors are restricted to a specific percentage of paid-up capital.
The corporation is managed by its directors and shareholders, and the board of directors always includes at least one director.
According to Dutch law, the directors must have at least 50% Dutch nationality. As a result, having a resident director is required when starting a company formation in Netherlands.
Steps to Register a Private Limited Company in the Netherlands
Your company must register with the Dutch Commercial Register at the Netherlands Chamber of Commerce (KVK) if you want to register a company in Netherlands.
The following process must be followed for company registration in the Netherlands:
- Analyze your Visa situation
- Get a business address
- Gather all documents required for the registration
- State the nominal share capital of the PLC
- Hire a company incorporation expert
- Get a VAT number
- Get a business bank account
- Analyze Your Visa Situation
To establish a business there, it is optional to be a citizen of the Netherlands (or the EU). However, a director will be required for your new business in Netherlands to be registered with the company registry (KVK). Also, a work permit is necessary for this director to be hired in the Netherlands.
The Netherlands automatically issues work permits to EU nationals moving there. It is required for non-EU citizens to look into visa possibilities such as the DAFT visa, the EU Blue Card, etc.
- Get A Business Address
The business must be registered at a Netherlands address. Your business must have a physical office address; a virtual address is unacceptable. It may be stated in virtual address contracts that your business can register there, but more is needed to guarantee it can incorporate there.
Only one of the founders or directors may register the firm at their home address. An ownership title, a rental agreement, or a BSN registration must be used to demonstrate this.
- Gather All Documents Required For The Registration
A company formation in the Netherlands mostly entails identification and verification steps. You must present an energy bill, a document with your TIN, and a copy of your passport if you are a non-Dutch citizen.
The following documents are required:
- Deed of Execution
- Notary Application
- Articles of Association and Memorandum of Association
- Information on Shareholders and Directors
- Information related to the registered address
You should get an expert to help you draft the necessary documents required in registering a company in Netherlands or speak to an advisor if you are confused. Ensure the agency you reach out to is well-experienced in Dutch law and company formation.
- State The Nominal Share Capital Of The PLC
The initial capital contributions made by the founding shareholders to the business upon incorporation make up the nominal share capital of your BV. It is the sum up to which their private liability is capped. Therefore, “limited responsibility” is used.
This still represents a sizable sum in certain nations. In the Netherlands, this was €18,000 until 2012. The minimum capital requirement was repealed in 2012. As a result, the founders are free to select a nominal share capital number that they think is appropriate.
The majority of customers opt for 120 shares with a nominal share price of either EUR 0,01 or EUR 1.
- Hire A Company Incorporation Expert
You cannot just go to the Chamber of Commerce if you plan to open a company in Netherlands. You should visit a Dutch notary. Contact an incorporation expert if you want to incorporate entirely online.
According to your instructions, they will set up the BV and register it with the Company Registry (KVK). You don’t need to make a separate trip to the Chamber of Commerce.
- Get A Company Bank Account
Your BV needs to have a distinct, business-related bank account. A Dutch bank account is optional for your Dutch firm. Foreign banks are another option. Also, it is important to pay up the nominal share capital of your company after you have a bank account.
The money should be sent to your business’s bank account with the memo “pay up nominal share capital.” According to Dutch law, if you don’t pay, you can be responsible for BV’s debts.
Compliances Requirements when Registering a Company in the Netherlands
You need to fulfill the compliances listed below if you want to start a company in Netherlands:
- Shareholders Meetings
The Private Limited business (BV) must hold an annual general meeting at least once a year. Conducting an annual general or shareholders meeting is also necessary for other types of business.
- Board Meeting
BV (Private Limited Company) must hold at least one board meeting. However, multiple meetings may be held depending on the needs of the business.
- Annual Tax Returns
Every business must submit yearly tax returns to the relevant Dutch Authorities. Your business must comply with the Netherlands tax policy.
- Business Registration
All businesses must register with the Dutch Trade Register within 8 days of their incorporation. The company’s shareholders and directors must have all pertinent information up to date.
Any type of modification must be reported to the Dutch Trade Register within eight days of the modification.
The Netherlands also referred to as Holland, is a country in Western Europe. The largest city in the Netherlands is Amsterdam, which offers a wide range of business services. It is a nation where starting a company is simple.
Any company registered in the nation has an advantage over its rivals in the market thanks to the treaties and bilateral agreements with the other member states.
A BV can be established by one person alone or in partnership with others, where the ownership is split into shares. The BV’s shareholders control the company’s decision-making. However, the company directors often operate a BV daily.
Frequently Asked Questions
Why Should I Register A Company in the Netherlands?
Due to the numerous chances that make doing business in Netherlands simple, a potential candidate should register their firm there.
Is There a Minimum Capital Requirement for Company Formation in the Netherlands?
No, there are no minimum capital requirements for Netherlands company registration.
Must I Have a Resident Director in the Netherlands?
Depending on the business users, the company will require a resident director. Dutch Private Limited businesses must have resident directors per Dutch Company Law.
What is the Minimum Number of Directors Required?
When registering a private limited company in Netherlands, you are required to have at least one director.
Must I Be Present to Incorporate a Company in the Netherlands?
A power of attorney could be granted to the notary to complete the registration processes while forming a BV.
How Long Does it Take to Finish a Company Formation in the Netherlands?
Company registration can span up to one month.