Are you thinking about starting a business in the Netherlands? In the Netherlands, incorporating a company is simple. This article provides basic instructions on how to proceed, which rules apply, and a quick summary of the incorporation process.
If you are a foreign company with a Dutch branch, this is called having a permanent establishment. Dutch business register is where you must register. Your information will be immediately forwarded to the Dutch Tax and Customs Administration by the KVK. This blog discusses about the Documents Required for Company Formation in Netherlands.
You’ll need to fill out the following forms for company registration in the Netherlands:
- Registration non-legal entity company (Form 6)
- Registration official of a legal entity (Form 11)
- Registration authorised representative business agent (Form 13).
The following documents must also be submitted (in Dutch, English, German, or French):
- Name of the company
- The company’s registered address is in Holland
- Articles of association
- Details of all its managing directors, supervisory directors and any existing proxy holders
- A verified copy of the shareholder register. If only a single shareholder exists, their details must be included in the registration
- An accountants/bank certificate
- A description of the company (its purpose)
- Expected acquisition and annual gross profit of the company.
The deed of incorporation that is provided includes the majority of the information listed above. Included are the company’s name and purpose, contact information for company officials (including their authority), and a share capital requirement for both paid-in and issued shares.
These documents must be drafted and provided in Dutch for the purposes of registration. You must ensure that all documents are certified and include all of your company’s current information. The drafting of these agreements frequently necessitates the assistance of a qualified lawyer who is well-versed in Dutch company law.
The entities or people must sign the deed of incorporation in the presence of a Dutch notary. After that, the notary effectively executes the deed, bringing the company into legal life with all of the rights and liabilities that come with it under Dutch company law.
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Eligibility Criteria for Netherland company registration
The following qualifying requirements must be met in order to register a corporation in the Netherlands:
- Minimum one shareholder
- Minimum capital requirement of at least EUR1
- Minimum one director
- Registered Address
Types of Company Formation in the Netherlands
The incorporated business structure (rechtvormen mit rechtspersoonlijkheid) is one of the most common types of entities for business people who want to keep their personal and commercial assets separate and are protected from business debts. Unincorporated business structures (rechtvormen zonder rechtspersoonlijkheid) are available for entrepreneurs who are accountable for their own earnings and debts because there is no legal distinction between their personal and commercial assets. The following are the most common legal entities in the Netherlands:
Dutch BV
According to the recently modified Company Law, if you want to start a business in the Netherlands, you can register a Dutch BV (limited liability company) with a minimum share capital of 1 EUR. There are a number of requirements for the board of directors and the local company headquarters, both of which are required for “substance,” as defined by the local rules. Foreign businessmen who want to register a Dutch BV as a holding company might get help from a reputable organization that can provide corporate secretary services.
General Partnership
The general partnership is for businesses with two or more partners that are united under the same name and share the same economic goals, as well as unlimited liability for the company’s obligations. They share the earnings and are not required to have a minimum share capital, as is the case with Dutch BV. If the company finances are insufficient to cover the debts, creditors can seize the personal assets of each general member of the partnership.
Dutch Limited Partnership
At least two partners are required in a Dutch limited partnership. One is the general, who has unlimited responsibilities and makes management decisions, while the other is known as the ‘silent’, who is responsible for delivering funds to the firm and is only liable for his or her contribution.
Professional Partnership
The professional partnership is made up of at least two partners who are each responsible for their own claims. This type of business is best for practicing a vocation rather than for making money.
Public Liability Company
A share capital of 45,000 EUR is required for the public liability company, which is suitable for substantial investments. Management decisions are made by the general meeting of shareholders. Daily decisions will be made by the board of managers.
Branches/Subsidiaries
Foreign companies can open branches or subsidiaries in the Netherlands. The degree of independence of the local branch or subsidiary from the parent firm is the key distinction between these two business types.
If you own a company in another country and wish to do business in the Netherlands, how you register depends on whether you have a permanent presence in the country. You may need to register with both the Netherlands Chamber of Commerce (KVK) and the Dutch Tax and Customs Administration (Belastingdienst), or only with the Dutch Tax and Customs Administration.
Conclusion
We are a team of experts ready to assist you in forming any type of business in the Netherlands. If you’re interested in opening a company in the Netherlands, please contact us right away for pricing, terms, and to know about the Documents Required for Company Formation in Netherlands. We provide you with the option of being assisted by one of our experts who will assist you in starting your business as soon as possible.
Our main goal is to provide complete company registration options to investors interested in starting a business in the Netherlands. We also provide additional services, such as tax and business consulting.
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