Key considerations for incorporating in the Netherlands
The Netherlands routinely ranks as one of the simplest jurisdictions in which to do business. The country’s open innovation approach and well-organised public-private partnerships are just some of the factors that contribute to its investor appeal.
With its robust economy and sizeable international business community, the Netherlands is one of the world’s leading financial centres. The country boasts a sophisticated infrastructure and a well-educated populace that is widely considered to be pragmatic, tolerant and open-minded. Regarded as a gateway to Europe, the Netherlands’ competitive fiscal climate and strategic location make it an appealing option for multinationals looking to set up their European or global headquarters.
In our Global Business Complexity Index (GBCI) 2023, the Netherlands ranked as the 75th most complex business environment. This marks a significant improvement on its position in the 2022 GBCI, where it ranked in 56th place.
How to incorporate in the Netherlands
Starting a business in the Netherlands is a relatively straightforward process which can typically be completed within a few days.
The first step on the incorporation journey is selecting a business entity: the most common types of business entities in the Netherlands include private companies with limited liability (besloten vennootschap met beperkte aansprakelijkheid or “BV”) and public limited companies (naamloze vennootschap or “NV”).
A BV can be established with €0.01 and one shareholder is sufficient. These entities have registered shares that are not transferable.
NVs, on the other hand, require a minimum start-up capital of €45,000 and shares are freely transferable. These entities must have at least one shareholder. NVs are more regulated and mainly used to incorporate companies that are very large and/or companies that will be listed on the stock exchange.
Both types of companies have legal personality, which means that the shareholders and directors are, in principle, not personally liable.
Here are four steps to help you incorporate your company in the Netherlands:
- To start the process, visit the Netherlands Chamber of Commerce (KVK) website to check the suitability and availability of your company name.
- The next step is drafting and signing the company’s deed of incorporation, (including the articles of association, which are drawn up by a civil law notary). The articles of association must include the name, registered office and purpose of your company. The term “NV” or “public limited company” must be included before or after your company’s name. Your company’s registered office must be in the Netherlands.
- Once you’ve signed the deed of incorporation, appoint a civil law notary to register your company and its directors in the commercial registry at the local Chamber of Commerce, and to obtain a registration number. The ultimate beneficial owners (UBOs) of an NV must be registered in the Chamber of Commerce UBO register, unless the company is listed on the stock exchange. In both cases, registration can be done online.
- The final step is registering with the local tax authorities and the social security authorities.
Within 10 days of filing the incorporation documents, the Chamber of Commerce will send an official copy of your extract from the Commercial Register which verifies that your company has been officially registered as a legal entity. An English extract can be provided upon request. Most company details in the English extract, such as name, address and so on are translated. Other details, such as purpose description and the description of power of attorney limitations, are not translated. In this case, the English extract refers to the Dutch extract.
Opening a business bank account
Opening a business bank account in the Netherlands is a mandatory requirement for all companies, but the process can be challenging.
To conduct business in the Netherlands, you’ll need an IBAN, or international bank account number. If you have an existing relationship with a bank, opening a bank account may be relatively simple; if there isn’t a relationship, it can take anywhere from a few weeks to up to two months to open an account, as banks may take some time to scrutinise your funding sources and business plans.
Alternatively, you can open a bank account at a Netherlands-based fintech bank.
Accelerating digital transformation
The Netherlands boasts an excellent digital infrastructure and a digitally savvy workforce and, as such, is an attractive destination for tech companies. The country is a leader in global innovation and there is a strong focus on leveraging digital technologies to optimise business processes.
During the Covid-19 pandemic virtual, or digital, shareholders’ meetings were temporarily permitted and will be allowed again for legal entities under private law, such as BVs and NVs. The Netherlands government has approved the submission of a legislative proposal on this matter to the House of Representatives; the proposal will ensure that digital meetings become a permanent fixture. The law will likely enter into force on 1 January 2025. At present, both digital and in-person board meetings are permitted.
Overall, the Netherlands offers a world-class infrastructure and a stable, internationally focused business environment to investors and companies looking to establish or expand their operations in Europe and beyond.
Talk to us
Our experts on the ground offer services across the three core business lines of accounting and tax, global entity management, and human resources and payroll. In addition to assisting with incorporation procedures, we help you streamline your operations and stay compliant.
To learn more about how we can help you set up a company in the Netherlands, download the country profile.
