Netherlands BV company registration

Company incorporation services

Following the changes of the Dutch Civil Code of October 2012, the incorporation and management of the Dutch limited company, the BV (which is the most popular legal form in international structures), has become very business-friendly and flexible.

TBA provides the full service to incorporate Dutch entities, whether they are a private limited company (BV), or a public limited company (NV). We can assist you registering your Dutch entity in a simple and quick manner at very competitive rates, and at very short time-frames.

Company information

Principal Corporate Legislation.

Netherlands' commercial code

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.

Shelf companies available

Yes.

Language of legislation and corporate documents

Dutch.

Registered office required

Yes, must be maintained in the Netherlands.

Time to incorporate

One week time.

Name restrictions

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 license

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.

Compliance

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

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

  • 20% for taxable income up to €200,000
  • 25% for taxable income above €200,000

Value added tax

  • 21% – Standard rate, on all taxable goods and services
  • 6% – Reduced rate

Double taxation agreements

The Netherlands is party to more than 95 double tax treaties.

License fee

None.

Annual return

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.

Directors

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.

Company secretary

Not applicable.

Shareholders

The minimum number of shareholders is one.

Advantages to register in the Netherlands

Important aspects of the Dutch limited BV company

A BV is a legal entity. This means that the BV has its own legal rights and obligations.
The minimum capital requirement for Dutch BV has been abolished.
It is, therefore, not required to open a bank account for the Dutch BV and transfer the minimum issued share capital prior to the incorporation.
This is an important difference with the public limited company (Naamloze vennootschap), the NV, for which there is a minimum paid-up capital of EUR 45,000.
The incorporation of a BV must be done by notarial deed containing the articles of association of the BV (we take care of this process on our clients’ behalf).
The BV is able to create types of shares, including variable voting rights.
A BV can issue non-voting shares and shares without profit rights, if the articles of association allow that possibility (non-voting shares and shares without profit rights are not possible for the NV).
The shares of a BV may be freely transferable or subject to transfer restrictions (rights of first refusal or any other rights), depending on the articles of association.
The BV has to be registered with the Dutch trade register. It also has to file its annual report yearly at the trade register.
The shares of a BV can be denominated in another currency than euro.

Tax planning through the Netherlands

The Netherlands can in no way be considered an offshore finance centre. Corporate rates of tax are high: 20% or 25% tax is levied on worldwide income. However, concessionary treatment of some forms of income coupled with the extremely wide network of double taxation treaties signed by The Netherlands (over 90 taxation treaties have currently been concluded including treaties with most of the major developed nations of the world) provide outstanding opportunities to use Netherlands corporations in structuring international financial transactions. Netherlands companies may be advantageously put to the following uses:

Holding companies

Subject to certain conditions a resident Dutch company may qualify for the “participation exemption” which exempts such companies from corporate tax on income and capital gains resulting from the holding or disposal of qualifying shareholdings.

Finance companies

The Netherlands imposes no withholding taxes on interest paid by a Netherlands company to a non-resident. Additionally, many of the Dutch tax treaties allow foreign companies to pay interest to a Netherlands company without a requirement to withhold tax or subject to a requirement to withhold tax at a reduced level. The Netherlands may therefore provide a suitable conduit through which inter-company loans may be made. The Netherlands require that the margin of profit on loans received and made must be (subject to a decreasing sliding scale) of between 1/6% and 1/8% for inter group loans and between 1/32% and 1/4% on third party loans. The amount of this margin would be taxable at normal Dutch rates but the balance of the interest received will escape Dutch taxation.

Licensing companies

There is no withholding tax on royalty payments made by a Dutch company to a non-resident and, as with interest payments, many of the tax treaties signed by The Netherlands allow foreign companies to make royalty payments to a Netherlands company without a requirement to withhold tax or subject to only a reduced rate of withholding tax. Where the Dutch company is related to the payee or payer then a margin on basis of a sliding scale ranging from 2%-7% (6% for lump sum payments and film royalties) must be maintained between the royalties received and the expenses paid out. The amount of this margin would be taxable at normal Dutch rates but the balance of the royalties received will escape Dutch taxation.

Our company licensing services

— What we do and do not do

Our company is EXCLUSIVELY engaged in assisting worldwide clients, either individuals or corporate entities, to get duly and properly licensed with local Regulators and Financial Authorities to get respective official licenses to legally carry out their cryptocurrency or financial related business activities.

TBA & Associates Tax Business Advisors does not provide or carry out any sort of Cryptocurrency or Financial services!

Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.

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