Company formation in the Netherlands includes drafting the articles of association, drafting other documents such as specimen signatures, special forms or passport copies of the persons willing to start a company in The Netherlands. Also, the procedure to set up a company in Holland includes arranging public notary documents, finding a registered office in Netherlands, setting up a bank account and hiring an accountant
TYPES OF BUSINESS ENTITIES IN NETHERLANDS
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 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 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.
The main form of business chose by the Dutch investors is the Private Limited Company, the most common type of Dutch small and medium business. The liability of its members is limited by the contribution to the capital and the minimum share capital of such company is 18,000 Euro (cash or assets), divided into nontransferable shares. The major decisions are taken by the general meeting of the shareholders which will appoint a director to take the daily decision with any nationality. Also the members of this type of business can have any nationality.
A form of business, especially designed for large investments is the Public Limited Company, based on a share capital of 45000 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 of their companies in the Netherlands with the condition to deliver the newly formed entity’s capital and take all the responsibility for it actions.
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.