A more full level of operation is setting up a full subsidiary via a Dutch incorporated company. Dutch law distinguishes between two types of limited liability companies:
Difference between NV and BV
The NV is more common for companies that are listed on a stock exchange, or engage in banking or insurance, but is not restricted to these businesses. The BV is mainly privately owned, and used for smaller businesses or group holdings.
BVs cannot issue share certificates and can’t issue bearer shares. However BVs can be formed with a minimum share capital of EUR 1 (ie. at least one share with voting rights and one share with profit rights or a single share with a combination of both), while NVs must have a minimum share capital of € 45,000.
Subsidiary Company Registration Process
Altogether the steps will take about 1 week, though it is advised to allocate between 2 and 4 weeks for the whole procedure.
Check Trade Name
Before forming the company, a business name that is unique within the Netherlands must be selected. A method for searching this can be via with the Benelux Office for Intellectual Property to make sure the business name has not already been taken as a trademark.
Agency: Benelux Office for Intellectual Property
Time: Instant
Cost: None
Notarize Articles of Association
The incorporation of a BV or NV requires the services of a civil-law-notary, a Dutch lawyer specializing in drafting and executing deeds of incorporation and articles of association.
Agency: Dutch civil-law-notary
Time: 1 day
Cost: EUR 1,750-2,500 for NV or BV (with relatively “standardised” articles of association)
Register the Business and Name at Dutch Chamber of Commerce
When you have decided on the type of business you would like to start, then you need to have it registered with the Dutch Chamber of Commerce (Kamer van Koophandel or KvK).
You also have to submit the trade name when registering with the KvK. This name must meet the conditions of the Trade Name Act (Handelsnaamwet).
Note: If you wish for your trade name to also be protected as a trademark you must register your trade name at the Benelux Office for Intellectual Property (BOIP).
The Chamber of Commerce will automatically pass on your details to the Tax and Customs Administration (Belastingdienst).
Once you have been registered you will be given a unique number for your business. This number, known as the KvK nummer, will need to be used on all invoices and outgoing post which your new business deals with.
Agency: Dutch Chamber of Commerce (KvK) – http://www.kvk.nl/english/
Time: 1 day
Cost: 50 EUR
Register with the Trade Register and the Tax Office
New businesses must be registered with the Trade Register kept by the Chamber of Commerce.
You do not need to register separately with the Tax and Customs Administration. The Chamber of Commerce will pass on your details automatically. This step is thus just listed separately for reference.
Note:| You can apply for registration at the Trade register also via Message Box. For this purpose you need identification with e-Identity (EID) token (eHerkenningsmiddel) level 4 or signing with the PKI certificate (Public Key Infrastructure). Message Box is a secure e-mail system that enables you as an entrepreneur to exchange digital messages with Dutch government agencies.
Agency: Tax and Customs Administration (Belastingdienst)
Time: 5 days (ie. after registration at the Chamber of Commerce in previous step)
Cost: No charge
Open Corporate Bank Account
It is possible to use a foreign bank account while doing business in the Netherlands, a feature which has been facilitated by the new SEPA rules. Nonetheless, a Dutch account may be preferred, since it will probably make transactions smoother being based in the Netherlands.
Generally it is possible to make an appointment to open a commercial bank account as soon as the company has been registered with Chamber of Commerce, and it is possible for the appointment to take place at the same day.
The bank will need to identify the limited company plus the board member(s) and/or owners. The following documents are generally required:
- an original, recent (not older than 3 months) certified extract from the Chamber of Commerce that the company is registered.
- the articles of association (deed of incorporation).
- Separate responsibility of the board members, showing in the extract from the Chamber of Commerce, boards can decide to let only one board member identify himself in order to open the bank account.
- Joint responsibility of the board members, showing in the extract from the Chamber of Commerce, the boards that choose this structure need all of the members to show up and identify themselves to open the account.
- an original valid identity paper of each director to an employee of the bank who can then identify the person directly or
- a copy of a valid identity paper of each director which is legalized by a notary located in the Netherlands.
- the name, address and date of birth + residence data of each director;
- a completed and signed ultimate beneficial owner (UBO) statement for each director
Agency: Commercial Banks
Time: 1 day
Cost: None
Employee Insurance
If you hire employees in your business you are obliged to pay insurance on behalf of your workers for a number of schemes, including national insurance. Employers pay contributions on behalf of employees to the Dutch Tax and Customs Administration (Belastingdienst). These contributions are part of the payroll tax.
The Employee Insurance Agency (Uitvoeringsinstituut Werknemersverzekeringen, UWV) arranges payment of employee benefits. With regard to the Work and Income (Capacity for Work) Act you can opt to be a self-insurer.
Therefore before you employ staff, you must register as an employer with the Dutch Tax and Customs Administration. You will then receive a payroll tax number and the required forms. You use the payroll tax number when submitting returns and with regard to other types of contact with the Dutch Tax and Customs Administration.
Agency: Employee Insurance Agency (Uitvoeringsinstituut Werknemersverzekeringen, UWV) – http://www.uwv.nl/OverUWV/english/
Time: 1 day (can be combined with previous step)
Cost: no charge
Risk Inventory and Evaluation
If you own a business in the Netherlands and you employ staff, you are obliged to conduct a risk inventory and evaluation (RI&E). You must make the RI&E available for perusal at a location accessible by employees.
The RI&E must be performed before the official start of your business. When carrying out an RI&E, you must check:
- Which risks you and your employees encounter;
- What measures you have taken in order to prevent harm to your own health and that of your employees;
- What measures you are planning to take (Plan van Aanpak).
Agency: N/A (arranged by your company)
Time: N/A (actually making the plan will take some time, but there is no registration or approval process)
Cost: N/A