Company incorporation in the Netherlands

If you do business in Netherlands 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 Netherlands

    The Netherlands is a popular destination for foreign businesses looking to set up operations in Europe. With its stable economy, favorable tax treaties, and strategic location, it offers significant advantages for international companies.

    Most Common Business Forms for Foreign Companies

    The private limited company (Besloten Vennootschap, BV) is the most popular legal entity for foreign businesses.

    • Similar to a limited liability company (LLC) in other jurisdictions.
    • Key features include a minimum share capital of just €0.01, limited liability for shareholders, and flexibility in structuring ownership.
    • A BV can be wholly owned by foreign individuals or companies.

    Another option, the branch office, is less common but used by businesses wanting to maintain closer ties to their parent company.

    Setting Up a BV and Directorship

    Setting up a BV involves the following steps:

    1. Drafting and notarizing the Articles of Association.
    2. Registering with the Dutch Chamber of Commerce (Kamer van Koophandel).
    3. Opening a Dutch bank account for the BV.

    Foreign nationals can serve as directors of the BV, but they must comply with Dutch regulations, including
    registering their personal details with the Chamber of Commerce. While a local director is not mandatory,
    some banks or service providers may require one for practical reasons.

    Taxation and Withholding Taxes

    Dutch BVs are subject to corporate income tax at rates of 19% (on profits up to €200,000) and 25.8% (on profits above €200,000).

    Regarding distributions:

    • Dividend payments to shareholders are subject to 15% dividend withholding tax, though treaties may reduce this rate.
    • The Netherlands has an extensive tax treaty network, making it advantageous for reducing double taxation.

    Service Providers for Company Incorporation

    These firms assist with incorporation, compliance, and ongoing business administration, ensuring a smooth process for foreign entrepreneurs.

    Convince potential distributors

    A local consultant can find possible business partners, or you have identified them yourself. But how to convince them to market and sell your products or services?

    For this you need an export plan with a clear strategy and sufficient financial details.

    Get funding from banks & investors

    Entering a new market is an investment. Finding partners, contracts, translations and marketing costs money and you may need additional working capital.

    Only with a good plan with enough financial data you can convince banks and investors to fund you. We help you with the complete business case and documentation.