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Shelf Company

Updated on Wednesday 08th November 2017

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The Netherlands offers the possibility of buying a ready-made company besides registering a new company. An investor can choose to either set up a company in the Netherlands, a process that requires the submission of various documents and he usually needs assistance offered by a company formation agent, or he can buy a ready-made company. This allows the investor to start the business activities faster.
 

Benefits and risks of buying a ready-made company

 
One of the most important benefits of buying a ready-made company is immediate availability for a foreign investor. Because the transfer of the company can be made in just one day, the investor saves time and can start the activity the next day. 
 
Some of the most popular types of ready-made companies that have been incorporated and are sold to foreign investors are the private limited liability companies (the Dutch BV). This is a type of company that requires a smaller capital compared to the public one and its shareholders are not personally liable for the debts of the company; instead, their liability only extends to the amount of invested capital. Investors who want to purchase an existing company must take into consideration any additional costs that can be associated with such a transaction. Our experts recommend using only trustworthy third parties that provide company purchase services.
 
The risks that need to be taken into consideration include any debts or legal problems that might be associated with the existing company. Our specialists who deal with company registration in the Netherlands can provide more information on how to accurately verify if the shelf-company you plan to buy has all the required documents in order. A company due diligence process is useful before purchasing a ready-made company and this process can also be used for other business transactions like mergers and acquisitions. 
 

How to buy a ready-made company in the Netherlands

 
Other companies or any natural persons can buy a shelf company in the Netherlands. The buying procedure involves the presentation of identification documents of the person buying the shelf company, such as identity card or passport or the certificate of registration if a company chooses to acquire a ready-made legal entity. In order for the transaction to be made, all the legal documents need to be signed by both buyer and seller at a notary office. Once the selling procedure is finished, the new company owner, as well as other shareholders, can change the name of the company and other details in the Articles of Association.
 
If the company is not older than one year then it will have to obtain a certificate of “no objection” from the Ministry of Justice in the Netherlands. After this certificate is issued, the company can begin its business activities.
 

The taxation regime for shelf-companies in the Netherlands 

 
Once all documentation is made and the company is legally transferred to its new owner, the investor who bought the company can benefit from the tax regime set in the Netherlands for dividends and capital gains and the double taxation treaties signed by the country. Our company formation agents from the Netherlands recommend that foreign investors hire an accounting specialist who will handle all financial-related aspects of the new company.
 

Simple procedure to appoint company directors

 
The process of appointing new company directors is a rather simple and it involves signing a document that confirms the resignation of the present director while appointing the new one. This procedure can also be completed if the investor is unable to be present, by using a power of attorney.
 
The transition to a new director is made immediately, as well as the mention in the Certificate of Incorporation, Memorandum and Articles of Association of the company and other relevant company documents. 
 
Once the shelf company is bought by the investor, he can also hire employees in the Netherlands. The country has talented and qualified individuals but foreign investors can bring non-residents to work for them in the Netherlands, provided that they obtain a work permit.
 
If you have any questions about purchasing a shelf company in the Netherlands or need additional information about starting a business in the Netherlands, you can contact our company registration representatives
 
We invite you to watch a short video about buying a shelf company in the Netherlands:

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