English

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.
Office building where a foreign company is incorporated

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.

Do you need a local company?

A local entity is not always the answer. A distributor, an agent or an employer of record gives you presence in the market without the administration of your own company.

You do need one when you hire local staff, hold stock or an office, bid for public tenders, or when your activity creates a permanent establishment for tax purposes. The alternative is usually a branch: cheaper to set up, but the parent company stays liable.

Do you need help in Netherlands?

Our service providers are local specialists. They know the market, the regulations and the parties that matter, and they can support you with the steps on this page.

Ask a professional

Setting up a company in Netherlands in three steps

Step 1

Choose the legal form

Compare a limited company, a branch and a representative office on liability, minimum capital, local director requirements and what a bank will accept.

Step 2

Incorporate and register

Prepare the statutes and identification documents, register with the trade register and the tax authority, and open a local bank account — usually the slowest step.

Step 3

Stay compliant

Arrange bookkeeping, VAT and payroll from day one and note the filing deadlines. Fines for late annual accounts are common and easy to avoid.

Company incorporation in other countries