The Dutch company register

Every company that does business in the Netherlands is listed on the Dutch Company Register, also known as ”Chamber of Commerce”, ”Dutch Trade Register” and ”Dutch Business Register”. The available information for each company includes the name and address of the business, telephone number, the number of employees, and details about the company’s representatives. You can also find out financial background such as any bankruptcies that may have occurred in the history of the company. Most of the information found on the Chamber of Commerce is free of charge, yet, financial statements, documents that have been filed on behalf of the company, history of the company, and corporate relationships are among the extras that can be purchased.

How to register in the Dutch trade register

The process of becoming registered can be fairly simple with the help of Intercompany Solutions. You must have the deed of incorporation, shareholder’s details, details about the company’s managers, bank references about the deposited share capital, and authorization for Intercompany Solutions to act on your behalf. Once all of this information is gathered and submitted you will be issued an access code. Only people with access codes are able to view the information contained in the Netherlands Trade Registry.

Before you can be registered with the Dutch Company Registry, however, you must complete the necessary forms to obtain approval for your company name. This will ensure that you are legally allowed the rights to the company name you wish to do business under. Intercompany Solutions can also help you submit your company name to the Dutch Company Registry for approval. Intercompany Solutions can assist you with registering at the Dutch trade register. Most commonly for a Dutch company registration would be a B.V. company, a BV needs to be registered at a Dutch Notary. The registration in the Chamber of Commerce finalizes the process of your Dutch business registration.

Netherlands company register online

Whether you are a natural-born citizen or a citizen of another country that is looking to open a business, the Netherlands can suit you well. Due to the bilingual capabilities of most residents, the Dutch Chamber of Commerce is also set up with a bilingual website. English and Dutch versions of the site are available to create ease of use by people even beyond the borders of the Netherlands. This adds to the user-friendly website that makes information easily accessible in both languages. Another key feature to the website is the ease of payment for any additional information you may want to obtain. Online payment is available by using your credit card or iDeal and you can also choose to use direct debit from your bank account.

Dutch Business Register Services

Intercompany Solutions can help with every step in the process of setting up your new business. We can help you with applying for local banking, company establishment, and local representative services if you are working out of the country. Once your business is up and running we can also be of service when it comes to bookkeeping and taxation. Leaving the heavy lifting up to us allows you to focus on the more important aspects of the business. Our full-service package consists of:

• Opening a Dutch BV company (1-2 working days)
• Opening a Dutch Company Bank account
• Assisting services in the first year
• Obtaining VAT number

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Open a STAK Structure in the Netherlands

A STAK structure (Stichting Administratiekantoor in Dutch) is a type of Dutch Foundation available in the Netherlands. It is a voting trust foundation, but there are no shareholders or share capital, which makes the entity slightly different from other corporate structures.

To create a Dutch STAK foundation you must acquire a notarized deed written in the Dutch language. This deed will state the name of the foundation, the primary activity of the foundation, and the names of the directors, among other requirements. No government authority is involved in the creation of a STAK and it acquires full legal capacity solely through its creation.

Characteristics of the STAK Structure

A STAK foundation can be used to buy shares of other companies. The STAK must then issue exchangeable depositary receipts to the owner of the shares. The STAK thus enters into an agreement with the owner of the shares, transferring legal ownership of the shares to the STAK, while the original owner maintains economic ownership of the shares. In this way, the original owner of the shares (now the depositary receipt holder) will receive any dividends from the stock, even though he or she is no longer the legal owner of the shares.

The directors of a STAK are not usually liable for the debts of the foundation, though there are some exceptions to this rule. For instance, they can become liable if administrative procedures were not followed correctly.

A STAK structure can also acquire and manage assets in its own name. Then it can issue certificates to the directors attesting to the economic value of the foundation’s assets. These certificates are binding and enforced by contract.

The main regulatory document of a STAK structure is the trust conditions document. This establishes the legal relationship between the STAK and the depositary receipt holders. There is no one way to draft a trust conditions document since each STAK is formed for a different purpose. The only rule one must follow when drafting this document is that it must conform to Dutch contract law.

Benefits of the STAK Structure

The STAK structure was first created as a way to promote charitable or non-profit foundations. It has now become more well known as a legal form of asset protection. This is because the STAK structure separates legal and economic ownership of stock in other companies.

There are also tax benefits to forming a STAK. First, holding investments in a STAK is not considered a business activity, and a STAK is taken as transparent for country’s tax purposes. Therefore, it is not a subject to the Dutch corporate income tax. If the depositary receipt holders do not live or conduct business in the country, and their investment are not actually located in the country they would not be a subject of the Dutch tax liability on profits or capital gains.

The STAK structure limits disclosure of ownership since the STAK itself is the legal owner of shares. It can also function as an inheritance planning vehicle.

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Intercompany Solutions CEO Bjorn Wagemakers and client Brian Mckenzie are featured in a report for The National (CBC News) ‘Dutch Economy braces for the worst with Brexit’,  in a visit to our notary public on 12 February 2019.

Contact us

If you would like to receive more information about the STAK or it’s possibilities, please contact our Dutch agents. Our incorporation agents can assist you in selecting the correct foundation or STAK structure for your needs.

You can also check find our article on starting a Dutch foundation. For more information on the other types of the Dutch foundation.

Starting a Dutch Foundation

Thanks to the Netherlands’ loose government regulations and minimal taxation burdens, as well as their fair international codes, the Netherlands, provides entrepreneurs with a unique location to build a prosperous enterprise. If, however, one is unaware of the appropriate steps needed to found a Dutch foundation, they may easily breach the country’s guidelines and procedures. In this article, we will detail all necessary topics to know prior starting a foundation in the Netherlands.

What is a foundation?

A foundation is a private legal entity, not associated with the government, that has no members and in which the revenues are used for non-profit purposes, such as a charity fund.

Unlike other Dutch companies, foundations within the Netherlands do not have to follow the regulations of the Dutch Commercial Code. They belong to the Civil Code. The Civil Code provides foundations with the opportunity to be recognized as a separate, legal identity, distinct from its founder(s). When under the Civil Code, no shareholders can be acquired, and profits must be used for non-commercial purposes if registered as a Special Purpose Entity.

Read here on other company types in the Netherlands. 

Taxation on foundations

Dutch foundations are a peculiar organization when it comes to Dutch tax regulations. While they are an enterprise, they differ from businesses as their profits aren’t used to accumulate personal wealth, but rather to give back to the community in some way. This is the reason why the Netherlands provides foundations with options to choose how their taxes will be mandated. The options are broken down into two paths: special purpose entity or commercial registration.

The Dutch STAK foundation

The Dutch STAK is a legal entity that differs from a regular foundation. The STAK foundation is formed to hold the shares of a private company. By using the STAK to hold the shares, you are able to separate the economic ownership from the voting rights. This feature of the STAK could be useful for estate planning, where the heirs can receive economic benefits, without having voting power in the company.

If you would like to receive more information on Dutch Foundations, please contact our local incorporation agents.

There are several types of legal entities (rechtsvormen) that entrepreneurs can establish in the Netherlands. They can be classified into two groups: Incorporated (compulsory legal form) and unincorporated (legal form is not mandatory).

Our Netherlands-based company formation agents can assist you in selecting the correct company type for your business.

Incorporated business structures (Rechtvorm met rechtspersoonlijkheid)

Incorporated businesses must have a legal form (i.e. a corporate personality or legal entity) represented by a deed prepared by a notary. This form protects the owner from potential debts incurred by the company.

In the Netherlands there are five types of incorporated structures:

1. The Dutch Private Limited Company (BV)

Dutch: Besloten Vennootschap

Private limited liability companies are the most common form of companies within the Netherlands. It is similar to the German GmBH, the American LLC, or the English’s Ltd. Limited liability companies are businesses in which equity is divided by shares. The private limited company Dutch BV is commonly employed by entrepreneurs investing in the Netherlands. The Dutch company act is renewed, therefore a Dutch BV no longer requires a minimum capital deposit. One shareholder is the minimum requirement for a Dutch BV and the liability is limited to the capital deposited. The shares of the Dutch BV are transferable by notary deed.

2. The Dutch Public Company (NV)

Dutch: Naamloze Vennootschap

The Netherlands public company or NV is the most popular legal form for companies who may be listed in the public Stock Exchange. The capital requirement for the NV is 45,000 euro. Public companies are businesses in which a portion of the stock or share is available on the Dutch stock exchange for members of the general population. They can invest capital in order to garner shares in the business. The characteristic of the NV company is that shares are freely tradeable, as compared to the Dutch BV where the shares are privately tradeable and involve a notary deed. The current largest public Dutch company title belongs to the oil industry giant, Royal Dutch Shell.

The Dutch Private Foundations

Dutch: Stichting 

A Dutch foundation is a legal private entity with the sole intent to benefit a certain cause, whether for personal profit, social causes or charity. The process of incorporation is fairly straightforward and ideal for charities, small family businesses, and estate planning. The Dutch Stichting may be used to minimize tax. 

1. STAK Foundation

Dutch: Stichting Administratiekantoor

The Stak Foundation is commonly used for separating the economic ownership and the control of the company by certifying the shares. The certificates may be granted to an heir, while the board of the foundation is in charge of the management of the entity. This results in unique tax planning capabilities

2. Charitable Foundations

Dutch: ideële organisatie 

The Dutch law differentiates between two foundations with specific purposes, the ANBI and the SBBI. The ANBI is commonly used for general purpose charitable foundations and may be granted by the tax authorities to charitable foundations (this may result in significant tax advantages for the ANBI and the donators). The SBBI is a foundation with the purpose of unifying members in a certain goal, such as an orchestra.

3. The Dutch Associations and Cooperatives

Dutch: Vereniging en coöperatie 

Associations are usually established as non-profit entities. Most local sports associations use this type of entity, the members pay a contribution to fund the associations’ collective costs. Cooperatives are characterized as associations which pay directly to the members. A cooperative could be a group of small shops in the same neighborhood making a collective marketing effort.

Notary services

All legal entities established for the purpose of doing business are set up through a Latin notary (notaris). The notary prepares a deed and registers the entity at the Commercial Chamber (KvK). It should be noted that incorporated structures usually pay additional taxes. A notary can assist in making deeds for company incorporations. To change your current company type we recommend to seek the guidance of a professional corporate agent.

Liability of incorporated business forms

All incorporated businesses have a common defining aspect: when you set up a firm as a legal person or entity your private property cannot be seized to cover any debts of the business. In case of negligence, however, you may be considered personally accountable. You need to be fully aware of the responsibilities you are taking on by registering an incorporated entity. If you do not fulfill your tax and administrative obligations, you may be fined by the Tax Office (Belastingdienst).

Taxation of incorporated entities

In the Netherlands businesses having a registered legal entity are subject to different taxes in comparison to unincorporated structure or individuals.

Corporate tax A distinct requirement for all legal form businesses is the payment of corporate tax (venootschapsbelasting) which is a type of income tax levied on profits. In some cases, associations and foundations are not liable for corporate tax. The rate of corporate tax is lower than that of income tax. This is one of the major factors for entrepreneurs to set up incorporated businesses such as private limited companies. The administration, however, is rather complex and yearly costs may be higher. Usually, a significant turnover is necessary to compensate for these expenses. 

Corporate tax rates in the Netherlands  The corporate tax for taxable amounts up to or equal to 245 000 EUR is 15% and 25% for amounts higher than 245 000 EUR. 

Tax on dividends Private and public limited companies are liable for dividend tax (or dividendbelasting in Dutch) at a rate of 15% on profits paid to the shareholders. Then the shareholders must pay 25% tax on the received amount.

Yearly financial statements Businesses with legal forms are obliged to prepare and submit yearly financial accounts and reports to the Tax Office and the Chamber of Commerce.

Unincorporated business structures (Rechtvorm zonder rechtspersoonlijkheid)

Unincorporated business structures are not required to have a legal form (e.g. notarial deed). The private assets of the owners, however, can be seized to cover outstanding debts of the business. Such businesses can be established at the Commercial Chamber without the participation of a Latin notary.

1. Taxation of unincorporated businesses

Businesses without a legal form need to pay VAT, income tax and payroll tax (if they have employees). Several tax incentives are available. In contrast to incorporated companies, businesses without a legal form do not owe corporate taxes.

2. Liability of unincorporated business owners

The main disadvantage of having a business without a legal form is the lack of distinction between business and private property. If the company has outstanding debts, the debtors can claim the owner’s personal assets. Therefore, in case of bankruptcy of the business, the owner goes personally bankrupt, if he/she does not have sufficient assets to cover the debts. The assets of the owner’s spouse can also be seized, if their marital property is common. In order to avoid this problem, spouses are advised to change their nuptial agreements.

Business structures without legal form

In the Netherlands there are four types of unincorporated business structures:

1. The Dutch Sole Proprietorship

Dutch: Eenmanszaak

The Dutch sole proprietorship is the business form most independent workers choose for. The tax filings for the one-man-company are the same filing as for natural persons. The business’ tax number is the social security number of the owner. If the company has any debts, the owner is personally liable, therefore many entrepreneurs prefer to establish a limited liability company to mitigate the entrepreneurial risk.

2. The Dutch Partnerships

Partnerships have two shareholders, or a group of investors equally liable and responsible for the actions or repercussions carried out by the enterprise. In the Netherlands, there are two categories of these partnerships, private and public. The partners of a general partnership can be jointly held responsible for the full liabilities of the partnership, while severally accountability may apply under normal circumstances regarding the company’s obligations and debts. The limited partnerships in the Netherlands consist of a general partner and a silent one.

The General Partnership (Dutch: Vennootschap onder firma) Private partnerships are when two or more individuals hold the same amount of equity stake in the corporation and therefore are equally liable for the actions, debt, and litigation accrued by the company.

The Professional Partnership (Dutch: Maatschap) The professional partnership includes two or more partners, each of which is responsible for his or her own claims. The professional partnership is suitable for dentists, lawyers, accountants, and other self-employed occupations.

The Limited Partnership (CV) (Dutch: Commanditaire vennootschap) The Dutch CV consists of 2 or more partners. One of the partners assumes the role of the general partner who will manage the company. The general partner is not limited in liability. The other partner(s) is referred to as a ”silent partner”. The silent partner is limited only to his capital contribution. The silent partner may not be involved in the management of the company.

Are you interested in establishing a business in the Netherlands? Our incorporation agents can guide you throughout the whole process!

The most popular legal entity in the Netherlands is by far the private limited liability company. Almost all our clients choose this company type, as it matches well with almost all business ideas and goals. In addition to the private limited liability company, you can also choose to incorporate a public limited liability company. Although these two legal entities overlap somewhat and have some similarities, there are many noteworthy differences that you should definitely take into account should you wish to establish one of these two types of companies. We will list all similarities and differences on this page to make it easier for you to make an informed decision about this matter. You can also read some interesting background information on limited liability companies in general, including some historical details. We will also inform you how we can set up your new Dutch business and what you will need for the incorporation procedure.  

General history of limited liability companies

The concept of limited liability companies has a long history worldwide. As it is, this concept has evolved over time in different parts of the world. The earliest forms of Limited Liability Companies (LLCs) emerged in the 19^th century, with a formalized structure that is akin to the modern LLC. In the United States (US), the first limited liability company statute was enacted in Wyoming in 1977. The German version of a limited liability company is a “Gesellschaft mit beschränkter Haftung” (GmbH) and was first established in 1982. In France, the limited liability company is known as the “Société à Responsabilité Limitée” (SARL), which saw the light of day for the first time in 1925. Subsequently, the entire concept of limited liability companies was established with the Limited Liability Act of 1855 in the United Kingdom (UK). However, private limited companies, as we understand them today, were established under the Companies Act 1980. In the Netherlands, the limited liability company has its roots in the legal system. The first Dutch company law that introduced the concept of limited liability was the Dutch Commercial Code of 1838. The "Besloten Vennootschap" (BV) is the Dutch equivalent of a private limited company. The BV structure was introduced in the Netherlands in 1971 through the Flex-BV legislation, making it more flexible and at the same time modernizing company law.

Public Limited Liability Companies (PLCs) are companies whose shares are traded on a public stock exchange, allowing the public to buy and sell shares in the company. The development of Public Limited Liability companies was somewhat parallel to the development of private limited liability companies. In the UK, the concept of a public limited company evolved with the Joint Stock Companies Act of 1844, which allowed companies to be incorporated with limited liability. The Companies Act of 1862 further refined the legal structure of several company types and paved the way for the establishment of public limited companies. In the US, publicly traded companies have a bit of a longer history. The first public companies already appeared in the 18^th century, but the legal framework for public companies wasn’t entirely defined until the 20^th century. In the Netherlands, public limited liability companies are known as "Naamloze Vennootschap" (NV). The legal framework for NVs has evolved over time, with regulations outlined in the Dutch Civil Code.

The establishment and regulation of public limited companies vary from country to country, and legal frameworks have evolved over time to adapt to changing economic and business environments. In many cases, the development of public limited companies is closely tied to the growth of stock exchanges and capital markets. It's also important to note that legislative changes over time have influenced the development of limited liability companies. The information provided here offers a general overview, and for more specific details, it's advisable to refer to the relevant legal and historical sources of every country involved. Since this page is solely focused on the establishment of a Dutch BV or NV, we will only outline Dutch laws and regulations.

The benefits of owning a Dutch company

The Netherlands is ranked as one of the most favorable locations for corporate ventures worldwide. The country currently holds the 4th position in the Global Competitiveness Index of the World Economic Forum (WEF), as well as multiple other top positions in well-known indexes throughout the world of business. This is definitely not without reason, as the Dutch offer a very lively and competitive market for business, as well as excellent secondary conditions such as a highly skilled and mostly bi- or trilingual workforce, a fantastic digital and physical infrastructure, a strategic position for international trade, and many beneficial treaties with other countries. The Netherlands is also an EU member state and is held in high regard by the rest of the EU member states. You will therefore benefit from a professional and trustworthy image when you establish a company in the Netherlands. You have direct access to the European Single Market as well as all other countries due to the great trade capabilities of the Dutch. Another advantage is the relatively low cost of company formation and the many interesting tax incentives and deductions, which make it profitable to even start multiple businesses here. Foreigners are especially welcomed, since the Netherlands holds innovation and diversity in high regard. As such, you can also apply for interesting subsidies that might provide your newly formed company with an extra financial boost.

Private or public limited liability company (BV or NV)?

That being said, while the Netherlands does provide unique advantages for a business to thrive, it is vital to find the right type of company to suit your needs. In this article, we will make a distinction between a private limited liability company and a public limited liability company in the Netherlands. These two legal entities are also known as a Dutch BV company and an NV company, respectively. We will also discuss which of these legal entities is best suited for your individual business. In the Netherlands, these are not the only legal entities available, by the way. When you establish a business, you need to choose a specific legal entity that fits your preferences and ambitions. There is a significant distinction between unincorporated business structures (“rechtsvormen zonder rechtspersoonlijkheid”) and incorporated business structures (“rechtsvormen met rechtspersoonlijkheid”). The main difference between these two is that there is no distinction between your private and business assets in an unincorporated business. You and your company are, in essence, the same entity. So, if you create debts with your business, you can personally be held accountable. If you choose an incorporated business, you separate private and business assets and thus enjoy protection from business debts in most cases since your business is seen as a separate entity.

There are four types of unincorporated business structures:

• Sole proprietorship (Eenmanszaak or ZZP)
• Limited partnership (Commanditaire vennootschap or CV)
• General partnership (Vennootschap onder firma or VOF)
• Professional partnership (Maatschap)

There are six types of incorporated business structures:

• Private limited liability company (Besloten vennootschap or BV)
• Public limited liability company (Naamloze vennootschap or NV)
• Cooperative (Coöperatie)
• Mutual insurance society (Onderlinge waarborgmaatschappij)
• Foundation (Stichting)
• Association (Vereniging)

Legal requirements differ between the business structures, and there are also quite extensive differences in general requirements for establishment, the way you pay taxes, and the structure of each legal entity. In general, the business structure that is most often chosen by foreigners is the Private limited liability company (Dutch BV) due to the several practical and tactical benefits of this legal entity. If you would like personal advice about the best legal entity for your (future) business, Intercompany Solutions is always ready to assist you with any query you might have.

Your personal ambitions and preferences matter

If you want to make the best choice available, it’s important to consider what you want to do with the company. As we have already mentioned multiple times, the Dutch BV far outweighs all other legal entities in terms of practicality, workability and tax/financial benefits. For example, you can establish a holding structure with a BV, which makes it possible to incorporate multiple subsidiaries under one umbrella company. One of the main benefits of this type of structure is asset protection. You can transfer funds from your subsidiaries to your holding BV, which will keep these assets safe in case your subsidiary is not doing so well. Another benefit of this practice is, that you can fund the establishment of new companies with paying little to no taxes. If you are serious about becoming a successful entrepreneur, the holding structure is definitely the most promising solution for you. There are some benefits to a public limited liability company as well, but you should note that, amongst other things, the start-up costs and initial share capital deposit are much higher. We will outline all the similarities and differences of both company types below.

The private limited liability company (Dutch BV)

A private liability company differs from a public liability company in the way that a private company does not have its stock available for public purchase on the stock exchange. However, a private Dutch company is still considered a legal entity separate from its shareholders and has its own identity in the eyes of the law for litigation or taxation purposes. Additionally, private liability companies must also register in the Dutch Trade Register in order to engage in commercial activity. One of the main benefits of a private limited liability company is the limited liability for directors and shareholders. Only when you can be seen as accountable for certain debts is there a chance that you can be held personally accountable financially. This is also the main reason most entrepreneurs choose the Dutch BV as their company type.

Characteristics of the Dutch NV

The BV is a privately held Dutch legal entity comparable to a ‘private limited liability company’. There are some main characteristics that explain how a BV works and how it differs from other legal entities, which we will list below.

• Practically no initial investment is needed, as only a minimum share capital of €1 is required to officially establish a Dutch BV
• The issuing or transferring of shares requires permission from the shareholder(s)
• The shareholders are all registered in the Dutch company register
• A foreign company, local company or natural person may be the shareholder or director of the Dutch BV, so if you own a foreign company, you can open a Dutch subsidiary under the umbrella of your already existing company
• The issued and required paid-up capital is determined by the founders, and this is registered in the articles of association when the deed of incorporation is drawn up
• Different types of shares allow varying voting and dividend rights, which means there can also be non-voting shares and non-profit shares
• Particular class shares may limit profit sharing entitlement; however, such shares must always have voting rights
• Transfer restrictions are sometimes allowed
• Shares are not admitted to the stock exchange and are thus only privately held by directors and/or shareholders
• The shareholders are only liable for the amount paid as share capital, not for any company debts, unless there is concrete proof of faulty management
• Amendments to Dutch Business Law have made it much simpler to incorporate a Dutch BV, reducing the cost of company formation in Holland greatly.

Benefits of the Dutch BV

The Dutch BV offers several interesting benefits for entrepreneurs, which is exactly why this legal entity is chosen so often when establishing a business. First and foremost, the limited liability every shareholder and director profits from is a massive plus, since this will keep your personal financial situation relatively safe, even if you create debts with the company. Please note that it’s important that you cannot foresee certain situations when making decisions, as you only benefit from limited liability when you cannot actually be held liable for the situation. This entails, for example, improper management and fraud. Next to the limited liability, you can divide your property and financial risks among several BVs via a holding company structure, which enables you to create a company structure that is entirely tailored to your preferences. If you want to start several companies, the holding structure is the most interesting way to realize this. This also enables you to keep your assets safe since the holding company is also exempt from liability when one of the subsidiaries gets into ‘trouble’.

By the way, not only are your assets safe in the holding company, but using the holding structure enables you to invest money in a fiscally very attractive way. In some cases, you don’t even have to pay tax at all under the participation exemption, so you are able to reinvest the profits you made tax-free. The current corporate tax that you have to pay with your BV is 19% for sums up to 200,000 euros and 25.8% for all sums above that amount. The share capital you need to deposit is only 1 euro, whereas it used to be 18,000 euros. This changed in 2012, when the Flex-BV was introduced. This makes the Dutch private limited liability company available to a much larger audience, including foreign investors. Furthermore, a Dutch BV simplifies business succession, making it less complicated to instate your children, for example. Partially selling your company is also fiscally attractive compared to other legal entities. The issuance of shares is also a very lucrative way to attract investors, since you can offer them something tangible. And last but certainly not least, a Dutch BV helps you to solidify your professional image, as this legal entity is held in high esteem throughout the world. All in all, the BV is categorized as a well-defined legal organization that makes it relatively easy to save up assets, for example, for your pension.

Structure of a Dutch BV

A Dutch BV generally comprises either a director-shareholder or a board of directors (board). There are also often multiple shareholders who form the general meeting (GM) of shareholders. The optimal tax-legal structure of a Dutch BV consists of at least two BVs that are "connected to each other". The founder or entrepreneur does not own the shares in the actual company, the operating BV (or subsidiary), directly but through a holding company, which is sometimes also named a management BV. It is a structure in which there is one BV in which you are a full shareholder. This is the holding company. You own the shares of this holding company. That holding company actually does nothing more or less than hold the shares in another BV that is, as it were, "underneath" it. In this structure, you are a 100 percent shareholder in your own holding company, which is then a 100 percent shareholder in the operating company, BV. In the operating company, your business activities are really carried out at your expense and risk. This is the legal entity that enters into agreements, provides services, and makes or supplies products. When there are multiple directors, you can expand the construction to multiple BVs. It is possible to have a one-tier board as well as a two-tier board. A supervisory board (or non-executive directors on the board) is optional, but not obligatory. Furthermore, the articles of association can contain regulations granting shareholders limited opportunities to give general instructions to the management board. The director or board ultimately decides about profit distribution.

The public limited liability company (Dutch NV)

There are many steps to forming a public limited liability company, but with the right guidance, these actions are quick and simple. Furthermore, as a public limited liability company, a portion of your shares will be available for purchase on the stock exchange. Be diligent about how many shares are available on the international stock exchange, as, although rare, some companies have been bought out by random members of the public. This is often achieved via mergers or acquisitions, with an acquisition sometimes being hostile. In some cases, for example, when nearing bankruptcy, this can be positive, but in general, it’s wise to handle your assets with diligence. The Dutch NV is also a legal entity and is therefore seen as independent of you by Dutch law. There are by far more BVs than NVs in the Netherlands, since generally only very large corporations choose to establish an NV. Chances are that the BV is the best choice for your company. Nonetheless, we will still outline all the basic information regarding the Dutch NV.

Characteristics of the Dutch NV

Shares

The NV is a public Dutch legal entity comparable to a ‘public limited liability company’. There are some main characteristics that explain how an NV works and how it differs from other legal entities, which we will list below.

• On the contrary to a Dutch BV, the minimum capital to deposit when incorporating an NV is €45,000; only then can the company be publicly listed
• Different types of shares are allowed (such as bearer shares)
• All shareholders receive voting rights as well as profit rights
• Transfer restrictions are sometimes allowed
• Shares are admitted on the public stock exchange, providing liquidity and allowing shareholders to buy and sell shares freely
• A Dutch NV needs to be formed by notary deed, similar to the Dutch BV
• The NV is also limited in its liability if all formation responsibilities are fulfilled
• This company type is also led by a board of directors
• It may require a committee of commissars to supervise the board of directors
• Specific accounting requirements apply to publicly traded companies, which are more complicated than the requirements for a BV
• Shareholders are not listed in the Dutch company register
• Public limited companies can have numerous shareholders, and ownership is often dispersed amongst them
• Public companies are subject to rigorous disclosure and reporting requirements to provide transparency to investors and the public
• Due to their size and public nature, NVs often have sophisticated corporate governance structures to ensure accountability and protect the interests of shareholders.
• Public companies are subject to specific regulatory requirements imposed by the relevant securities exchanges and regulatory bodies

Benefits of the Dutch NV

There are also benefits to owning a Dutch NV, but typically only under certain circumstances do these outweigh the benefits of owning a BV. Just like a BV, an NV can have one or multiple directors. So, if you wish to start a company alone or with others, both are possible. Since the shares in an NV are not personal, they can be transferred freely. The NV also offers personal financial protection due to its limited liability, but in the event of improper management, you can still be held accountable. Next to that, there are several possibilities for tax deduction, such as via investment deduction, through arbitrary depreciation under certain conditions, and via Research & Development deduction. In general, the NV is only the best choice if you aim for a large public corporation.

Structure of a Dutch NV

A Dutch NV also has a board of directors as well as a general meeting of shareholders, with or without voting rights. In this case, a one-tier and two-tier board are both options. The management of an NV can freely hire staff. In some cases, a committee of commissars is also required by law to be present. A supervisory board (or non-executive directors on the board) is generally optional, just like a BV. The articles of association can contain regulations granting shareholders the right to give specific instructions to the management board. The General Meeting of Shareholders is the body that makes all decisions regarding profit distribution. If a certain contribution might threaten the continuity of the company, the management board may refuse approval for the distribution of profit, dependent on the outcome of a liquidity test. Interim dividends are a possibility.

Differences and similarities between the BV and NV

As you can see, there are some factors that are similar within both legal entities, whereas there are also substantial differences. The public limited liability company is a legal form that is not very common in the Netherlands. There are approximately 2,500 companies that use the Dutch NV company as a legal form, and these are mainly large companies. This is because it is easier to raise capital (by issuing new shares) as a public limited liability company than as a private limited liability company. With an NV, just like with a BV, the capital is raised by shareholders. The NV is a so-called capital company (as opposed to a partnership). The big difference with a BV, however, is that with an NV, the shares do not have to be registered (although it is possible), hence the term “Naamloze Vennootschap” which translates in English to ‘Nameless company’. This means that shares are easily transferable. The person who can show a share (although this no longer happens physically nowadays) is a shareholder, shares in the profits, and has a vote. So, in principle, the NV does not always know who its shareholders are. The articles of association determine a large part of the rules regarding the possibility of transferring shares freely in a BV.

Oftentimes, there are certain transfer restrictions that limit some (or all) shareholders. In such cases, the other shareholders need to give their consent when a shareholder wants to transfer shares. Also, the other shareholders have a preemptive right to buy shares from a selling shareholder. This is not the case in an NV, where shares can be transferred freely. Another noteworthy difference is, of course, the minimum share capital required during the incorporation of both company types. The minimum amount for a BV is only one euro, while the NV requires 45,000 euros. This can make the NV unattainable for many entrepreneurs. Another main difference is the public vs. private part. The NV can be listed on a public stock exchange, but a BV company only issues private shares. Furthermore, the Dutch NV is obligated to have a board of directors and has more strict requirements, while the BV only needs a director and a shareholder. All in all, the Dutch NV is usually only formed by (already) public companies and not starting entrepreneurs. The BV is much more accessible for a wide variety of entrepreneurs without having to invest large amounts of money, and without the strict regulations that accompany the establishment of an NV. However, if your company starts growing rapidly, and you would like to go public at some point, you are always able to convert your BV into an NV during a later stage of entrepreneurship.

The Dutch Trade Register

Both the Dutch BV company and the Dutch NV company need to be registered in the Trade Register in the Netherlands, since registering your business is mandatory for almost all legal business practices. The Dutch Trade Register serves to provide a legal framework that enables a corporation to act as its own entity in terms of liability and taxation. Moreover, the Dutch Trade Register provides an authenticity for companies when dealing with customers and interacting with other businesses. The business register includes the following information:

• Legal name
• Address
• Phone number
• Fax (if applicable)
• E-mail contact
• URL (if applicable)
• Description of the business, including services, products, the number of current employees, branches, etc.
• A liable correspondent of business

If you own a Dutch company, the Trade Register can immensely help you with finding solid business partners. Look for information about competition and general queries related to due diligence, for example. As every BV and NV have to provide annual statements. If you want to know for sure whether a company has a good reputation, the Dutch Trade Register is your ally. We discuss this topic in depth in this article.

What is the best choice for you as a foreign entrepreneur?

First, we should make one thing clear: there is no clear answer to this question. As a business evolves throughout its lifecycle, its priorities change, and its benefactors, either public or private, may alter. Thankfully, if this occurs, a private company may change its listing to a public listing and start selling on the stock exchange. This change is known aptly as ‘going public.’ Nevertheless, private limited liability companies are usually suited for businesses that would rather gain strategic investors in exchange for greater portions of equity or those who simply do not meet the 45,000-euro minimum requirement. Moreover, public companies are able to gather large amounts of revenue fairly quickly in exchange for their stock. It depends largely on your personal preferences and the nature of your company, as well as the possibilities that are realistically within your reach.

If you would like to receive more information on starting a company in the Netherlands, please contact our experienced business advisors. We will gladly offer you the personal advice you need, which will assist you in making the perfect choice for your Dutch business.

Establishing a Dutch company with Intercompany Solutions

Our incorporation procedure is relatively straightforward, both for the establishment of the Dutch BV and NV. There are a few steps we always follow, which makes the procedure easy to understand. The first thing we will need from you are some documents and a bit of information. A valid form of identification is always necessary, as are the names and details of all future shareholders involved. You will also need to let us know who will be appointed as a director and who will only be a shareholder. Next to this information, we will also need the preferred company name. We will check this name for you, since you cannot use a name that is already in use by another company. Make sure the name fits the company well and is original, for this will greatly speed up the process. If you can acquire all the necessary information and send it to us in a timely manner, the incorporation process should take no longer than 3 to 5 business days. Once we have all the documents, we check and validate them for you before we send them to the notary public.

In general, we will already send the information to the Dutch Chamber of Commerce to pre-register your company. At this point, the company is known as ‘in formation’ (BV i.o.), which is necessary to apply for a Dutch bank account. Especially when you want to establish a Dutch NV, since you will need the bank account to deposit the minimum share capital. We therefore also go to the notary public, who will draft the deed of incorporation and the articles of association. Once this is done, the share capital can be deposited, and the company can be fully registered in the Dutch Trade Register. You will then also receive a VAT number. We can also take care of extra services for you, such as applying for an EORI number, secretarial services, applying for visas or permits, financial and legal services, and any type of advice you might need for your business. Intercompany Solutions has many years of experience in the field of business incorporation in the Netherlands. Thus, we can assist you from every angle and make sure your Dutch business runs smoothly.

In the wake of the Brexit referendum, entrepreneurs are taking steps to safeguard their businesses.

Although Article 50 has not been invoked yet, many entrepreneurs are already planning how to secure the future of their business.

Many United Kingdom based businesses have to cope with the economic uncertainties after the outcome of the Brexit referendum; to separate from the European Union. There is no saying whether the Brexit will be beneficial or highly unfavourable for UK-based companies.

Entrepreneurs are now choosing for stability and security by incorporating a Netherlands-based company or subsidiary.

Why should you consider moving to the Netherlands?

Even though most of the population voted ‘’out’’, there are many international UK-based businesses that are ultimately dissatisfied with the decision. Many corporations, from trading companies to large financial institutions have considered the opportunity to move their business to the Netherlands or are in process of doing so. The decision to establish a business in the Netherlands could turn out to be essential. As the Netherlands is located in close proximity to London, it seems like a practical and efficient move to relocate your company there. The Netherlands is considered a stable location in terms of its position in Western Europe and its accessibility to the Eurozone, both in economic and logistical terms.

As the Netherlands is located in close proximity to London, it seems like a practical and efficient move to relocate your company there. The Netherlands is considered a stable location in terms of its position in Western Europe and its accessibility to the Eurozone, both in economic and logistical terms.

Read more on opening a company in the Netherlands

Opening a subsidiary

Some companies like the idea of relocating to the Netherlands, however, they do not want to move their business entirely. These companies have the option to transfer just a part of their organisational operations to the Netherlands.

Foreign companies are able to open a branch or a subsidiary in the Netherlands and test the traits of the market by forming a virtual representative office for their company.

The process of moving a company from the United Kingdom to the Netherlands is easily manageable with the right help from an experienced party. Foreign investors in The Netherlands will need a Dutch legal entity to conduct their business. The most popular type of business is a private limited liability company. There are several options for legal entities in the Netherlands. If you want to relocate and open a firm in The Netherlands you will need to know what kind of legal entities can be used and which are recommended.

Moving to the Netherlands in light of the Brexit vote can ultimately improve and change your business and life, providing more stability and security for your business.