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Shelf Company

Updated on Monday 08th March 2021

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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.
 
With years of experience in company formation procedures in the Netherlands, our advisors can counsel foreign investors with respect to the purchase or ready-made companies or incorporation of new ones, in accordance with their needs.
 
IMPORTANT NOTE: It's now much easier to incorporate new Dutch companies and therefore investors do not need to purchase shelf companies anymore. As a result, we don't advise the purchase of shelf companies any longer and we can instead offer a very smooth straightforward process of new company formations in Holland. We do however still advise on the process of purchasing shares in existing Dutch companies.
 

Business forms for ready-made companies in the Netherlands

 
Shelf companies must be put on sale under the same requirements as new companies, meaning they will automatically comply with the provisions of the Dutch Company Law. The most common types of ready-made companies are the private limited liability company (BV) and the public company (NV). Among these, the BV is often met, as it offers various benefits, among which more flexible operating rules and can be used in many industries.
 
Shelf companies registered as Dutch BVs can be used for setting up businesses in industries such as retail and e-commerce, IT, innovation and manufacturing.
 
Our company registration agents in the Netherlands can help foreign entrepreneurs to purchase various types of shelf companies, however, we strongly recommend them to check such companies thoroughly before acquiring them.
 

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 can a Dutch shelf company be used?

 
A shelf company can be used for various purposes, among which the establishment of a business in a certain sector, however, it can also be used for other purposes, among which:
 
  1.           it can be used for incorporating the history of a business in another country and carry out operations in the Netherlands;
  2.           it can also be used for obtaining loans from Dutch banks (some banks will verify the activities of a company and a good history is in favor of such a company);
  3.           it can be used to enter into partnerships with the Dutch authorities, under the public-private partnerships regulations;
  4.           it can also be used to enter into joint venture agreements with other companies in the Netherlands;
  5.           it can also be used as a subsidiary by a foreign company (this option is seldom employed).
 
The Dutch shelf company can be used in various projects, however, we advise you to consult with our local agents in order to know if this business form is appropriate for your needs.
 
The Dutch Antilles and Curacao are two of the Netherlands’ most important offshore destinations, and foreign investors can also acquire shelf companies in any of these islands. We can help entrepreneurs who decide to set up businesses in the Dutch Antilles or Curacao through new entities or ready-made companies.
 

Characteristics of a Dutch shelf company

 
Those who want to buy Dutch ready-made companies should that these come with the following:
 
  • - the Memorandum and Articles of Association are already drafted and must only be amended;
  • - the company already has a registered address with the Trade Register in the Netherlands;
  • - the company also has a value added tax number and is registered for taxation;
  • - the ready-made company has a valid certificate of incorporation.
 
The buyer will only need to sign the sale-purchase agreement.
 

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 an 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.
 

Changes which can be made to a Dutch ready-made company

 
The changes which can be made to a shelf company are many. The foreign investor who prefers to buy a ready-made company instead of registering a new Dutch company should know that he or she can change the trade name of the company, can appoint new directors and can even modify the legal address of the company. A mandatory requirement is the change of the shareholder’s name and the amendments of the Articles of Association of the company. Also, all the changes will need to be reported with the Dutch Companies Register.
 
The new owner can also amend the shelf company’s share capital. Usually, the share capital needs to be increased in order for the company to be used in the activities desired by the new owner. In certain cases, the business license for the business also needs to be changed.
 
Shelf companies are already registered for taxation and VAT purposes, therefore, no changes need to be made from this point of view.
 
We can help foreign entrepreneurs who want to buy ready-made companies in the Netherlands and who need to bring various alterations in order to comply with the laws in this country.
 
You can read about the purchase procedure of a Dutch shelf company in the infographic below:
 
How to buy a Dutch shelf company
 

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.
 
With respect to the taxation of companies in the Netherlands, we remind investors that the corporate tax rate is applied under two tax rates: the first one is 20% and it applies to the first 200,000 euros earned by the business, and the second rate is of 25% and applies to the profits made above this threshold.
 
Our accountants can also help business owners to apply for the tax credits available in the Netherlands. It is useful to know that those who acquire shelf companies in the Netherlands can also benefit from the tax advantages offered by the authorities.
 

Simple procedure to appoint company directors

 
The process of appointing new company directors is 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.
 

FAQ on ready-made companies in the Netherlands

 
1.    Do shelf companies come only in the form of BVs?
 
Yes, most shelf companies sold in the Netherlands will have the form of a limited liability company.
 
2.    Is it expensive to buy a shelf company in the Netherlands?
 
The price of a shelf company depends on several factors, however, foreign investors should know that it is more expensive to buy a ready-made company than to incorporate a new company.
 
3.    Do I need to apply for business licenses when buying a shelf company?
 
Yes, if the object of activity of the Dutch company changes, the owner will need new business licenses.
 
4.    How long does it take to buy a shelf company in the Netherlands?
 
The purchase of a shelf company can be completed on the same day when the buyer and the seller meet and once the sale-purchase agreement has been signed.
 
5.    How long do I have to wait until starting operating under the ready-made company?
 
Once the changes with the Dutch Trade Register have been completed and the necessary licenses have been issued, the company can start operating.
 
6. Does a shelf company has a share capital when put on sale?
 
Yes, the shelf company will come with a share capital which can be altered after the purchase.
 
7. Can I buy a ready-made company even if I am a foreign citizen?
 
Yes, you can. As a matter of fact, most of the times shelf companies are bought by foreign entrepreneurs.
 
8. Can foreign companies purchase ready-made companies in the Netherlands?
 
Yes, foreign companies can buy Dutch shelf companies, however, they will usually decide to set up branches or subsidiaries in the Netherlands.
 
 
We invite you to watch a short video about buying a shelf company in the Netherlands:
 
 
If you have any questions about purchasing a shelf company in the Netherlands or need additional information about opening a company in the Netherlands, you can contact our company registration representatives

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