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Company Registration in Netherlands

Company Law in the Netherlands

Company law in the Netherlands is governed by the Dutch Civil Code (Burgerlijk Wetboek) and other related regulations. The Netherlands provides a business-friendly environment and offers various types of business entities to suit different needs. Below is an overview of the provisions of company law in the Netherlands, types of business entities, the procedure for incorporation, applicable forms, required documents, registration fees, and taxation under Dutch tax laws:

Types of Business Entities under Dutch Company Law:

  1. Private Limited Company (Besloten Vennootschap or BV):
    • A BV is a flexible and commonly used form for both small and large businesses.
    • Minimum share capital is not required.
    • Limited liability for shareholders.
    • Ownership is represented by shares.
  2. Public Limited Company (Naamloze Vennootschap or NV):
    • An NV is typically used for larger companies and those planning to go public.
    • Minimum share capital is required.
    • Shares are freely transferable.
    • Suitable for publicly traded companies.
  3. Limited Liability Partnership (Commanditaire Vennootschap or CV):
    • A CV is a partnership with both general partners (with unlimited liability) and limited partners (with limited liability).
    • Often used for investment funds and real estate projects.
  4. Cooperative (Coöperatie):
    • A cooperative is a legal form often used by associations of professionals or for specific purposes.
  5. Branch Office (Filialen):
    • Foreign companies can establish branch offices in the Netherlands.

Procedure for Incorporation under Dutch Company Law:

1. Choose the Business Entity:

  • Determine the type of business entity that suits your business goals.

2. Reserve a Company Name:

  • Check the availability of your chosen company name with the Dutch Trade Register (Kamer van Koophandel or KvK).

3. Draft Articles of Association:

  • Prepare articles of association (statutes) outlining the company's purpose, structure, and internal governance rules.

4. Notarial Deed:

  • For BVs and NVs, you need to execute the articles of association before a Dutch civil-law notary.

5. Register with the KvK:

  • Submit the notarial deed, along with other required documents, to the KvK for registration.

6. Obtain a KvK Number:

  • Once registered, you will receive a KvK number, which is essential for conducting business.

7. Register for Taxes:

  • Register for corporate income tax (Vennootschapsbelasting) and VAT (Value Added Tax) with the Dutch Tax and Customs Administration (Belastingdienst).

Forms, Documents, and Fees for Registration:

The specific forms, documents, and fees required for registration may vary depending on the type of business entity and other factors. Generally, you will need:

  • Completed registration forms (provided by the KvK).
  • Notarial deed for BVs and NVs.
  • Articles of association.
  • Proof of identity for founders/directors.
  • Proof of registered office address in the Netherlands.
  • Payment of registration fees (which can vary).

Taxation under Dutch Tax Laws:

1. Corporate Income Tax (Vennootschapsbelasting):

  • BVs and NVs are subject to corporate income tax.
  • The standard corporate income tax rate in the Netherlands is progressive, with a lower rate for profits up to a certain threshold and a higher rate for profits above that threshold.
  • Dividends distributed by Dutch companies to non-resident shareholders may be subject to withholding tax, but many exemptions and reduced rates apply under tax treaties.

2. Value Added Tax (VAT):

  • Businesses in the Netherlands are generally required to charge VAT on their goods and services.
  • The standard VAT rate is 21%, with reduced rates for certain goods and services.
  • Companies must register for VAT and file regular VAT returns.

3. Personal Income Tax:

  • Shareholders and directors may be subject to personal income tax on income received from the company, including salaries and dividends.

Please note that tax laws and rates may change, for most up-to-date information on taxation and compliance requirements for your specific business you may take help of our experts.

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