Company incorporation in Europe

If you do business in Europe there may be a point that it makes sense to set up a local company. Then you need to know how to comply with local regulations and who can help you.

This article describes:

  • the most likely types of company to set up;
  • how you do this and who can help you;
  • a few important fiscal regulations.

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    Your legal entity in Europe

    Europe offers a diverse range of opportunities for foreign businesses, with different countries providing distinct advantages in terms of business formation, taxation, and ease of doing business. This article compares the process of setting up a company across key European countries, including Germany, the Netherlands, France, the UK, Spain, and Italy. By understanding the regulatory environment and company formation procedures in these countries, businesses can make informed decisions on where to establish their operations in Europe.

    Germany

    Germany, Europe’s largest economy, is known for its strong legal framework and stable business environment. It is particularly attractive to companies looking to access the European Union market.

    • Most Common Business Structures: The most popular business structure is the GmbH (Gesellschaft mit beschränkter Haftung), which is similar to a limited liability company (LLC). It requires a minimum share capital of EUR 25,000, with at least half paid up at the time of incorporation.
    • Ease of Incorporation: The process of setting up a GmbH takes approximately 2-4 weeks. It involves notarizing the Articles of Association and registering with the local trade office (Gewerbeamt).
    • Taxation: Corporate tax is set at 15%, with an additional solidarity surcharge of 5.5%. VAT is 19%, and there are no withholding taxes on dividends for companies within the EU.

    The Netherlands

    The Netherlands is one of the most business-friendly countries in Europe, offering a favorable tax system and excellent infrastructure. It is particularly popular for foreign investors due to its strategic location and robust economy.

    • Most Common Business Structures: The most common structure for foreign businesses is the B.V. (Besloten Vennootschap), which is similar to an LLC. The minimum capital requirement is EUR 1, and the company must have at least one shareholder and one director.
    • Ease of Incorporation: The incorporation process is relatively fast, typically taking 1-2 weeks. It involves registering with the Dutch Chamber of Commerce (KvK) and obtaining a tax identification number (BTW-nummer).
    • Taxation: Corporate tax rates are 19% for profits up to EUR 200,000 and 25.8% for profits exceeding that threshold. VAT is set at 21%, and there is no withholding tax on dividends for companies within the EU.

    France

    France is one of Europe’s largest economies, with a large consumer base and a strong industrial sector. Setting up a company in France offers access to the European market but requires navigating a more complex regulatory environment.

    • Most Common Business Structures: The most common structure for small and medium-sized businesses is the SARL (Société à Responsabilité Limitée), which is similar to an LLC. It requires a minimum share capital of EUR 1, but it is recommended to have a higher amount.
    • Ease of Incorporation: Setting up a company in France can take 2-4 weeks, with the requirement to register with the French Commercial Court (Tribunal de Commerce). The process involves preparing the Articles of Association and obtaining various business licenses.
    • Taxation: The corporate tax rate in France is 25%. VAT is 20%, and dividend distribution is subject to a 30% withholding tax, although there may be exemptions or reductions for EU-based companies.

    The United Kingdom (UK)

    The UK has long been one of the top destinations for foreign businesses due to its open economy, stable legal environment, and efficient company registration system.

    • Most Common Business Structures: The most common business structure is the Private Limited Company (Ltd), which requires a minimum of one shareholder and one director. There is no minimum capital requirement for an Ltd.
    • Ease of Incorporation: Incorporating a company in the UK is quick and straightforward, often taking just 1-2 days. The process involves registering with Companies House and obtaining a unique company number.
    • Taxation: The corporate tax rate in the UK is 25% for profits over GBP 250,000. VAT is 20%, and there is a 7.5% withholding tax on dividends paid to foreign shareholders.

    Spain

    Spain, a major European economy, offers a good business environment, especially in sectors such as tourism, renewable energy, and agriculture. The country has made efforts to simplify the company formation process.

    • Most Common Business Structures: The most common business structure is the S.L. (Sociedad Limitada), which is similar to an LLC. The minimum capital requirement is EUR 3,000, and the company can be 100% foreign-owned.
    • Ease of Incorporation: Setting up a company in Spain can take 1-2 months. The process involves registering with the Spanish Commercial Registry (Registro Mercantil), obtaining a tax identification number (NIF), and opening a corporate bank account.
    • Taxation: The corporate tax rate in Spain is 25%. VAT is 21%, and dividends are subject to a 19% withholding tax. There may be reduced rates for EU-based shareholders.

    Italy

    Italy, known for its rich cultural heritage and industrial sectors such as fashion and automotive, offers many opportunities for foreign investors. The company registration process can be bureaucratic, but the country remains an attractive market.

    • Most Common Business Structures: The most common business structure is the S.R.L. (Società a Responsabilità Limitata), similar to an LLC. The minimum share capital requirement is EUR 1, but a higher amount is typically recommended for more credibility.
    • Ease of Incorporation: Incorporating a company in Italy can take around 2-3 months. It involves registering with the Italian Chamber of Commerce, obtaining a tax code (Codice Fiscale), and opening a bank account.
    • Taxation: The corporate tax rate is 24%, and VAT is set at 22%. Dividend distribution is subject to a 26% withholding tax, but there may be exemptions for EU companies.

    Conclusion

    Europe offers a wide range of opportunities for businesses looking to expand internationally. Countries such as the Netherlands, the UK, and Germany provide streamlined company incorporation processes, favorable tax rates, and robust infrastructures, making them ideal for foreign investors. Spain and France, while offering strong economic potential, may have slightly more complex procedures and higher tax rates.

    Travel to Europe for a better impression

    The best preparation for doing business in any country is visiting it. This way you can experience the culture, check the shops and build your network.

    With Trip.com you can compare flights and also book your hotel.

    Hotellook compares different hotel sites so you always have the best rate.

    Localrent connects you to national rental car providers per country.

    Frequently asked questions

    As in any country, convincing an importer or wholesaler to put your product in his assortment is difficult. Also in Europe importers look at the rotation of the product, how easy and often they can sell it, and multiply this with the margin they can make on it. The result should be higher than they earn now from any competing product. Only if you have proper sales data, for example from other countries, they will engage in a discussion with you.