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Dutch company registration

Full-process services from company setup to tax compliance(math.) genus

Efficient access to the EU market

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What are the advantages of registering a company in the Netherlands?

Gateway to Europe and the heart of logistics
With the Port of Rotterdam, Europe's number one port, and the Schiphol air hub, the Netherlands is the most efficient gateway to the European hinterland. A well-developed logistics network and cross-border e-commerce facilities make it an ideal base for distribution, warehousing and supply chain management in Europe.
Stable business environment and preferred international headquarters
With its high degree of political and economic stability and transparent legal system, the Netherlands is one of the most popular choices for multinational companies to set up regional headquarters, coordination centers, shared service centers and holding companies in Europe.
Very competitive tax system
The Netherlands offers a globally attractive tax environment, including an extensive network of tax treaties, an equity participation exemption (tax-free on qualifying dividends and capital gains), an innovative patent box system (with a low tax rate on patent income) and a "30% tax-free allowance" for expatriate employees.
Highly internationalized talent and business environment
The Netherlands has a skilled, multilingual (with a high prevalence of English) workforce. Efficient and digitalized government services and an open and pragmatic business culture make it easy for international businesses to operate.
Strong innovation and technology ecosystem
The Netherlands is a world leader in agricultural technology, water management, life sciences, chemicals and high-end manufacturing, with top research institutions and a strong entrepreneurial and innovative atmosphere.

What are the requirements for registering a company in the Netherlands?

Company name and legal form

The company name must be unique in the register of the Dutch Chamber of Commerce (KVK). The most common form of foreign company is the private limited liability company. The name must end with "BV".
Legal Registered Address

The company must have a physical registered office address within the Netherlands, which will be used for official correspondence and service of legal documents. Purely fictitious addresses or P.O. Boxes are not permitted.
Director Requirements

The company must appoint at least one director (Bestuurder). There is no legal restriction on the nationality or residence of the director, and foreigners may serve. In practice, however, having at least one director with close ties to the company (e.g. a substantial shareholder) helps to satisfy the economic substance requirement.
Minimum registered capital and share capital

Since the 2012 company law reform, there is no statutory minimum registered capital requirement for the establishment of a BV. Theoretically, 1 euro is sufficient for incorporation. However, the articles of association need to set out the authorized share capital, which should be commensurate with the size of its business activities in order to ensure the credibility of the company.
Registration of shareholders and ultimate beneficiaries

Shareholders can be natural or legal persons and there are no restrictions on nationality. The Netherlands operates a strict Ultimate Beneficial Owners (UBO) registration system, whereby companies are required to disclose to the Chamber of Commerce information on the natural persons who have ultimate control over the company (usually individuals with shareholdings of more than 251 TP3T).

What are the main types of Dutch companies?

private limited liability company public limited liability company (LLC) branch offices representation office

private limited liability company

The absolute first choice for foreign investors to set up a business entity in the Netherlands. Shareholders' liability is limited to the amount of their capital contribution, there are certain restrictions on the transfer of shares, and the management and capital structure is flexible.

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public limited liability company (LLC)

Suitable for large corporations or companies planning to list on a stock exchange. Shares can be issued publicly and corporate governance requirements are more stringent than BV.

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branch offices

A company that has been registered in a foreign country may set up a branch in the Netherlands to carry out the same business activities as the parent company. It is not an independent legal person and its legal liability is borne by the foreign parent company.

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representation office

The ability to engage only in market research, information gathering and liaison activities is strictly prohibited from signing sales contracts or generating revenue, and is the least risky and costly way to test the market.

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Basic information to be prepared for the registration of a Dutch company

1. Identification of shareholders and directors

Notarized copies of passports of all shareholders and directors; corporate shareholders are required to provide certified certificates of incorporation, by-laws and declaration of ultimate beneficiary.
2. Company registration information

Preparation of at least 3 alternative company names; detailed description of business activities; proof of legal registered address in the Netherlands (e.g. lease contract or escrow agreement).
3. Draft articles of association

It needs to be drafted by a Dutch notary public. It must include core terms such as the name of the company, address, purpose, registered capital, class of shares and restrictions on transfers.
4. Bank account opening and certification of capital

A temporary or official company account is opened with a local Dutch bank to deposit the initial share capital (if any). The certificate of funds issued by the bank will be used for the notarial procedure.
5. Declaration of ultimate beneficiaries

Truthful disclosure of information on natural persons with ultimate control over the company, including identification, address and a description of the percentage of shareholding.

Enrollment time: about 4 - 6 weeks in total for the entire standard process

1

Phase I
Preparation for contact with a notary public (approximately 1-2 weeks)

Determine the structure of the company and prepare identity and address documents for all persons involved. Engage a Dutch notary who will draft legal documents such as the articles of association as required.
2

Phase II
Signing of notarial deed and opening of bank account (approximately 1 week)

All founding shareholders (or authorized representatives) sign the deed of incorporation in the presence of a notary. At the same time, the opening of the Dutch company's bank account is completed and the share capital (if any) is injected into the account
3

Phase III
Chamber of Commerce (KVK) registration (approx. 1 week)

The notary submits the signed deed of incorporation to the Dutch Chamber of Commerce for commercial registration. The company receives a unique business registration number.
4

Phase IV
Tax and social security registration (approximately 1-2 weeks)

The Chamber of Commerce automatically passes on company information to the Dutch Tax Administration. The company has to apply for a VAT number (BTW number) and an employer's tax number on its own initiative (if it needs to hire employees). Once all registrations have been completed, the company is ready to operate.

Q&A Frequently Asked Questions

Q1:Can a foreigner 100% hold shares in a Dutch company?

A: Absolutely. Dutch law does not impose any restrictions on the percentage of shares held by foreign shareholders and allows 100% foreign investors to wholly own private limited liability companies (BVs). There are also no mandatory requirements on the nationality and residence of directors, which provides great convenience for international investors.

Q2: What are the famous Dutch "tax incentives"?

A:The core tax advantages of the Netherlands include:
Participation Exemption: Dividends and capital gains received by a qualifying holding company from its subsidiaries are fully exempt from tax.
Extensive network of tax treaties: agreements with nearly 100 countries around the world to effectively avoid double taxation.
Innovation Patent Box: Patent income derived from self-developed research and development, the applicable corporate income tax rate can be as low as 9%.
30% Tax Free Allowance: In order to attract highly qualified expatriate employees, 30% of their remuneration can be used as a tax free allowance.

Q3: Is it expensive to maintain a Dutch company? What needs to be done every year?

A: Maintenance includes:
Finance and Tax: Preparation of annual financial statements and filing of corporate income tax returns, depending on the size of the company; regular filing of Value Added Tax (VAT) returns.
Payroll Management: If there are employees, monthly payroll tax filing and payment is required.
Chamber of Commerce Annual Report: Simplified annual financial report to the Dutch Chamber of Commerce.
UBO Information Update: Keep up to date with any changes to the ultimate beneficiary's information.
Engaging professional accounting and tax advisors is a common practice to ensure compliance and will incur a corresponding service fee, but the Netherlands' efficient and transparent system makes the overall cost of compliance relatively manageable.