If you want to register a company, we recommend considering the Netherlands (Holland) – one of the prestigious European countries, ranking in the top 20 among the Organization for Economic Co-operation and Development (OECD) members and 16th globally for economic freedom. This state is one of the founders of the European Union. It is renowned for its steadily growing economy, low unemployment rate, developed social security system, tulips, windmills, and marijuana legalization.

 

For non-residents, registering a company in the Netherlands can be a comfortable process – establishing a business in this jurisdiction is relatively straightforward (of course, with the necessary legal knowledge). Moreover, you can take advantage of favorable conditions for conducting any entrepreneurial activity in the future. Legal business in Holland opens doors not only to the European market but also to the global market. Purchasing existing companies, starting firms from scratch, and establishing branches are equally popular among entrepreneurs. Often, the Netherlands is used for reinvesting capital in subsidiaries, redistributing assets within a group of companies, or selling assets.

 

If you need to open a company in the Netherlands but are unsure of the best way to do so, trust the professionals at Lawrange Legal Association. We provide services necessary for successful business registration abroad, including in Holland. With us, you’ll be able to swiftly and comfortably navigate the entire registration process. We are familiar with all the peculiarities of Dutch corporate and tax laws, as well as the requirements imposed on non-resident entrepreneurs. With our assistance, you’ll be able to start profiting much faster from a legally operating business in the Netherlands.

 

Advantages of Registering a Company in the Netherlands

The land of tulips and windmills not only attracts tourists but also entrepreneurs from all corners of the world. Setting up a business here has become much easier recently, thanks to updated legislation, and developing it is profitable, prestigious, and safe. The country has long established efficient management and economic development schemes that work with high efficiency in any field. Registering a company in the Netherlands also comes with other advantages that are hard to ignore.

 

Advanced Infrastructure

Infrastructure is considered an important investment target by the local government, contributing to economic growth and the development of social services. In a country with a population of 17 million people, there are complex infrastructure projects ideally suited for logistics: road networks, seaports, and airports. For example, the Port of Rotterdam is the largest seaport in Europe, with its throughput capacity continuously increasing since the onset of the pandemic. This and other infrastructure facilities make the Netherlands the gateway to Europe.

 

This country is also known for its impressive digital and telecommunication system, which attracts startups, especially in the technology sector. The Netherlands has formed one of the most cyber-secure and advanced digital systems globally – for a third of European countries, the operation of Dutch data processing centers is critically important.

 

Highly Skilled Workforce

The number of highly skilled and multilingual specialists in the Netherlands is steadily increasing. The Netherlands, among the Benelux countries, has the highest concentration of employees—more than Belgium and Luxembourg combined. About 80% of the workforce has higher education. In the ranking of specialists in global competitiveness, the Netherlands holds an honorable sixth place.

 

Important! Nearly 100% of the Dutch population is proficient in English, and the multilingual and multicultural Dutch labor market significantly increases the chances of effectively developing business in this country.

 

Strategic Location

Establishing a company in the Netherlands gives you strategically advantageous access to consumers of vital European economies, including Germany, Belgium, the United Kingdom, France, and Luxembourg. With direct access to the North Sea, the Netherlands successfully enjoys all the benefits of owning major world seaports.

 

Tax Incentives

Registering a business in the Netherlands allows foreign entrepreneurs to take advantage of ondernemersaftrek, or entrepreneurial allowance. Thanks to this instrument, investors pay less income tax. By meeting certain conditions, the Dutch government allows them to withhold a fixed amount from the annual gross profit.

 

It’s also impossible not to mention the Netherlands’ treaties on the avoidance of double taxation – among the countries cooperating with this jurisdiction in this regard are Australia, Canada, Luxembourg, Singapore, the USA, and others (more than a hundred countries in total). Thus, businesses manage to significantly lighten their tax burden.

 

The “30% ruling” is also a well-known tax incentive scheme in the Netherlands. Entrepreneurs who hire foreign specialists in their company can benefit from it. As a result, they have the right to pay 30% of their salary to foreign employees without tax deductions. This is considered compensation for employees who incur expenses relocating to the Netherlands. Many foreign investors decide to open businesses here precisely because of this tax incentive.

 

Important! If you want to learn more about the “30% ruling,” then seek advice from the experts at Lawrange LLC, who will explain the conditions for obtaining and using this financial benefit.

 

Government Support for Innovation

The Dutch government has developed a structure that allows startups and innovative companies seeking to start businesses in the Netherlands to access government support and tax incentives. For example, you can take advantage of a scheme under which companies are compensated for wages and other expenses, provided that the project is aimed at:

 

  • Scientific research.
  • Development of a new innovative product.
  • Solving an important technical problem.

 

Startups engaged in sustainable development, energy transition, food production, healthcare, and others can apply to participate in advantageous government grant programs. Additionally, small and medium-sized enterprises can apply for funding at the early stages of prototype development or market research.

 

Netherlands Legislation

Several key legislative acts represent corporate legislation:

 

  • Civil Code.
  • Law on Commercial Companies.
  • Corporate Governance Code.

 

They play an essential role in shaping business operations. Compliance with the norms of these legislative acts is important for every company; otherwise, there is a risk of fines or liquidation. These laws regulate everything from shareholders’ meetings to accounting.

 

Moreover, various government agencies, such as De Nederlandsche Bank (DNB), are responsible for monitoring companies within this jurisdiction. They investigate violations and, if necessary, impose punitive sanctions. Thanks to the effective work of government agencies, corruption can be avoided, and more opportunities for smaller players to enter the markets can be provided.

 

Important! Overall, corporate legislation in the Netherlands is one of the strictest in the EU. However, there is a perfectly logical explanation for this—ultimately, the Dutch government effectively protects the interests of every individual and legal entity.

 

Forms of Business Organization

Before establishing a company in the Netherlands, you must familiarize yourself with the available legal forms of organization (LFO) in this country. Understanding which business structure meets your business’s needs and intentions will help you make an informed decision and avoid various risks. Several LFOs are available to those wishing to start a business in the Netherlands, among which several are particularly optimal for non-resident entrepreneurs.

 

BV (Besloten Vennootschap)

A Dutch private limited liability company, which is relatively easy to establish (typically, the registration process takes a few days). The entrepreneur only needs to provide a minimum statutory capital of 0.01 euros (formal), which is gradually increased over time. There must be at least one shareholder or director without residency restrictions. A legal entity also has the right to lead a BV. Information about shareholders is entered into the state Registry. Notarization is required when changing the shareholder structure.

 

Management of Besloten Vennootschap is carried out through a simplified scheme. If there is more than one shareholder, the Board of Directors conducts the management. Shareholders’ meetings can be held both in the Netherlands and in other countries. The main advantage of this LFO is the limited liability of founders regarding their contributions to the share capital.

 

NV (Naamloze vennootschap)

A public limited liability company, an alternative to Dutch BV. To start a business, it is necessary to deposit at least 45,000 euros into a bank account as statutory capital (20% of the total statutory capital of 225,000 euros). This is the only legal entity in the Netherlands that can be listed on the stock exchange. NV’s structure must include at least one founder, management, and a supervisory board. The general shareholders’ meeting manages the company. This LFO requires the inclusion of shareholder information in the Registry.

 

Dutch Branch

A company branch is not considered a legal entity in the Netherlands. Foreign investors usually choose this option when entering the Dutch market. To start a business, the branch should register with the Chamber of Commerce, pay the capital, and prepare a translation of the company’s corporate documents.

 

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CV (Commanditaire Vennootschap)

A limited partnership with limited liability. There must be at least two partners, one of whom is a general, without restrictions, managing the company but bearing unlimited liability for their own obligations, and the second partner is limited, with the degree of obligations depending on the size of the share in the statutory capital. CV is taxed not as a legal entity but as a private entrepreneur at the level of its participants. This form is preferable for carrying out any professional activity.

 

Other LFOs

Although a legal entity created for charitable or political purposes, Vereniging (Association) can still engage in economic activities and, accordingly, generate profit according to the law. However, the income is not distributed among the participants but is applied exclusively for statutory purposes.

 

Simple Partnership is another LFO in which at least 2 founders must have unlimited liability for obligations. This liability extends to their property and personal assets if the company’s funds are insufficient to cover debts.

 

Important! Business registration in the Netherlands has many nuances, including bureaucratic ones. Specialists from Lawrange AA can help you determine the LFO and successfully navigate the entire registration process.

 

Basic Requirements for Registering a Company in the Netherlands

Registering a business in the Netherlands requires compliance with a set of rules; failure to adhere to them may result in legal liability and other consequences. The main requirements are as follows:

 

  • Visa Requirement: To head your own enterprise in the Netherlands, you need a work and residence permit. Entrepreneurs from non-EU countries have various options for obtaining a Dutch visa.
  • Compliance with Director’s Salary: According to Dutch law, directors owning more than 5% of the shares must receive a minimum salary of €51,000 per year.
  • Declaration of Business Activities: The company’s activities must be specified in the registration application.
  • Minimum Capital Contribution: The amount depends on the type of legal form of organization (LFO) and can be as low as €0.01.
  • Compliance with Registration Deadlines: Any type of company must be registered within 8 days after registration in the Dutch Trade Register.
  • Company Name: The company name should not resemble any registered trade name in the country, nor should it contain words related to the government.

 

The Process of Registering a Company in the Netherlands

Registration can be done without the personal presence of the founder; it is sufficient to hire a special authorized representative who will represent the owner’s interests based on a power of attorney. The entire registration process can take about three weeks.

 

Choosing and Registering a Unique Name

The name should reflect your company’s activities. However, using any words related to insurance and banking is only possible with a license. The chosen name should be registered with the Chamber of Commerce, where it will be checked for uniqueness, and if approved, a confirming certificate will be issued.

 

Choosing the Right LFO

Foreign entrepreneurs conducting business activities in the Netherlands often opt for BV (Besloten Vennootschap) and NV (Naamloze vennootschap). Limited liability companies are commonly used in trade, transportation businesses, or for registering startups. If significant investment is planned, it is preferable to choose a public limited liability company.

 

Opening a Bank Account

A commercial bank account manages finances and ensures compliance with your company’s financial rules. To open it, you need to fill out a simple form, provide your passport and company registration documents, and confirm your address. The completed form and required documents can be emailed to the relevant bank.

 

Preparing a Document Package:

Registration of a company in the Netherlands is possible by providing the following to the Regulator:

 

  • Applicant’s passport (internal, international) and its notarized copy.
  • Certificate of residence (must have an apostille and a notarized translation).
  • Tax identification numbers of top management and beneficiaries.
  • Company information – planned activities, name, contact details.

 

The full list of documents depends on the number of shareholders, founders, and the applicant’s residency.

 

Submitting an Application

The completed company registration application and the full document package are submitted to the Chamber of Commerce. If there are no objections to the documents, the company successfully completes the registration process. The company is assigned a registration number, and an announcement of the opening of a new company is published in the Official Gazette. Subsequently, the tax authorities send the fiscal number and login details for the taxpayer’s personal account to the company’s address.

 

Tax Incentives for New Enterprises in the Netherlands

Foreign investors opening companies in the Netherlands can benefit from various tax incentives for a period ranging from 3 to 5 years from the start of their operations:

 

  • Tax deduction for self-employed individuals.
  • Profit tax exemption for qualifying small and medium-sized enterprises.
  • General tax and labor credits.
  • Start-up deduction or tax exemption.

 

To avail of any of the aforementioned tax deductions and exemptions, the company must meet certain requirements:

 

  • Have at least 3 clients.
  • The entrepreneur must work in the company for at least 1,225 hours per year.
  • The company must not apply for government funding.
  • Meet the criteria of entrepreneurial risk.

 

Companies in need of financing at the beginning of their operations also have access to various tax incentives, such as exemption from withholding taxes applied to interest, services, and royalties.

 

Usually, Dutch companies are subject to income tax worldwide if they have a headquarters in the Netherlands. Corporate tax rates depend on the company’s annual turnover:

 

  • 20%—up to €200,000.
  • 25%—above €200,000.

 

Why Choose Lawrange

To register a company in the Netherlands in full compliance with local legislation, it is essential to rely on specialized knowledge in corporate and tax law, be able to promptly respond to the requirements for establishing a legal entity, professionally navigate bureaucratic hurdles, and other “pitfalls” in favor of the registration process. All of this is possible with sufficient legal experience and an understanding of all the nuances of the company formation procedure in the Netherlands. These are the characteristics possessed by the specialists of the Lawrange Attorneys Association. With the help of a professional lawyer, business registration in the Netherlands will be much faster and more comfortable. You won’t have to spend personal time solving various tasks. Our specialists will take on the burden of legal entity formation.

 

We will help you:

 

  • Determine the appropriate LFO and name.
  • Gather a package of documents.
  • Submit applications to the Chamber of Commerce, the bank for opening an account, etc.

 

With our assistance, everything will be done correctly within the framework of Dutch legislation, ensuring that your business is protected from any potential problems in the future.

 

FAQ

How easy is it to hire employees in the Netherlands?

There are numerous job vacancies in many sectors — employees have choices, so employers need to develop a well-thought-out hiring strategy to stand out among other companies.

 

Can a foreigner open a company in the Netherlands?

Yes, foreign citizens are allowed to open companies in the Netherlands, although it may require additional time. In this case, you can use the Dutch start-up visa, self-employment program, or the “Orange Carpet” scheme.

 

Is maintaining accounting records mandatory?

Yes, it is mandatory to maintain accounting records in the Netherlands. Financial reports should be submitted once a year. With high turnovers, companies should be prepared for additional inspections.

 

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