Company Formation Netherlands .com provides company formation throughout Holland. Our services are provided by Dutch company formation experts located in Amsterdam and Rotterdam (local accountants and Dutch Trust Companies).
OVERVIEW OF THE DUTCH COMPANY FORMATION PROCESS
The procedure of forming a company in Holland includes drawing up the articles of association and specimen signatures, special forms as well as gathering the passport copies of the shareholders and directors willing to start the company in The Netherlands. Also, the Dutch company setup procedure includes arranging public notary signings and preparing the related documents, finding a registered office in Netherlands (provided by a Dutch Trust Company), setting up a bank account and hiring an accountant (this is a step to be undertaken after the company is formed).
TYPES OF BUSINESS ENTITIES IN NETHERLANDS
Creating a Dutch BV. By far the most famous Dutch company is the Dutch BV Company (the Limited Liability Company). As the Company Law has recently changed, this type of entity can be created with a minimum share capital of just 1 EUR. There are a series of requirements related to Board of Directors and local company headquarters, both being required for what the local legislation describes as "substance". If the owners of the future BV Company are looking to set up a Dutch Holding Company, then these services will have to be provided by a local trust company (a service which Company Formation Netherlands .com is able to offer).
Other Dutch Structures: The General Partnership is form of business which requires two or more partners united under the same name with the same economic objectives, with unlimited liability on the entity’s debts and who can share the profits among them. It is considered very advantageous as there are no requirements on the capital. This is usually decided in the entity’s formation documents. The personal assets of each general member can be shared among the creditors if the entity’s funds are not sufficient to cover the debts.
At least two partners, one general and one silent are necessary to form a Dutch Limited Partnership. While the general partners have unlimited liabilities and take all the management decisions, the silent partners must deliver a capital to the entity and have their liability limited by this contribution. A Dutch Limited Partnership cannot exist if there is no general partner.
Another form of partnership is the Professional Partnership which requires at least two partners responsible for their own claims. This type of partnership can be used to practice a profession not doing a business.
A form of business, especially designed for large investments is the Public Limited Company, based on a share capital of 45,000 EUR, divisible into transferable shares. The subscription of the shares on the Stock Market is a modality of increasing the capital. The general meeting of the shareholders is the major management body who will appoint a board of managers responsible for taking the daily decisions and making sure the provisions of the articles of association and the law are respected.
The foreign entities can choose to open Branches and/or subsidiaries of their companies in the Netherlands with the condition to deliver the newly formed entity’s capital (in case of the Dutch Subsidiary) and hold liability for the newly formed company's activities (in case of a Dutch branch).
INCORPORATION PROCEDURE IN THE NETHERLANDS
A Dutch public and private limited company’s name must be in the beginning checked at the Chamber of Commerce for uniqueness. If available, the name can be reserved and a certificate of name reservation must be obtained. Opening a bank account and depositing the minimum capital required is the next step. The bank will also issue a certificate of deposit. Another important step in the incorporation process is the notarization of the company’s deed of incorporation. The deed must be signed and drafted by a civil law notary.
After that, the above documents can be deposit at the Chamber of Commerce which will provide a registration number in a few hours (if the documents are submitted in person) or within one week ( if the application is made via post). The announcement of incorporation is made in the Netherlands Official Gazette (Staatscourant) (process performed by the Chamber.). A tax number must be obtained after taking all the above steps so the investors must submit a registration form at the local tax authorities. A separate registration form for income tax must be delivered. The necessary forms are obtained at the local tax authorities, or on official websites, and must contain the company's and member's information.
ECONOMY OVERVIEW IN THE NETHERLANDS
Company formation in Holland is usually preferred by foreign investors due to the country’s stable industry and economy. The main industrial activity in the Netherlands is the food industry. Millions of foreign traders came to set up a company in the Netherlands during the last decades, contributing to the economic growth of the country. 32% of the foreign investors decided to set up a company in the Netherlands in the private sector, mainly the manufacturing sector. However, electrical machinery industry, as well as engineering products, chemicals, petroleum and construction are highly developed too. Nevertheless, the Netherlands is quite attractive for company formation due to its favourable relations with countries all over the world, especially Germany, Belgium, France and UK.