Company Registration in Netherlands

How to Open a Company in the Netherlands?

You can start a business in the Netherlands no matter where you reside in the world. The Netherlands takes pride in having legislation very open to foreign investment.

The procedure for starting a business in the Netherlands can be performed quickly, below two weeks especially if the client visits the country for the procedure. The actual approval from the Dutch Trade Registry is given within a few days, however, the necessary authentication of documents takes up the largest amount of time.

Opening business entities in the Netherlands according to your origin state 

There are different regulations related to starting a business in the Netherlands by citizens from EU, European Economic Area (EEA) and Switzerland and for non-EU citizens. The businessmen from EU, EEA and Switzerland have the same rights as the Dutch ones and they are not required to obtain a residence permit or a work permit. This rule applies for citizens from: Belgium, Bulgaria, Cyprus, Denmark, Germany, Estonia, Finland, France, Greece, Hungary, Ireland, Iceland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Norway, Malta, Austria, Poland, Portugal, Romania, Slovenia, Slovakia, Spain, the Czech Republic, the United Kingdom, Sweden and Switzerland. The citizens of these states will receive a personal registration number (BSN) after their registration with the local municipality. BSN is their social security and tax number for the Netherlands.

The non-EU citizens (except EEA and Swiss ones) who are interested in starting a business in the Netherlands will need to observe the local immigrations laws and they are required to obtain a residence and a work permit. The citizens from America and Japan will follow a less strict procedure related to the type of business they are allowed to open in the Netherlands.

Different types of entities available for company registration in Netherlands

There are different types of entities you can open in the Netherlands, according to the type of business you will perform. The main types of entities are incorporated business structures (rechtvormen met rechtspersoonlijkheid) for businessmen who have separate business and personal assets and who are protected from their business debts and unincorporated ones (rechtvormen zonder rechtspersoonlijkheid) for entrepreneurs who are responsible for their incomes and debts as there is no legal delimitation between their personal and their business assets. 

The Dutch BV (limited liability company). This kind of company can be registered if you are interested in starting a business in the Netherlands, with a minimum share capital of 1 EUR, according to the recently amended Company Law. There are a series of requirements related to Board of Directors and local company headquarters, both being required for what the local regulations describe as “substance”, and Soha Europe Invest company is able to provide all required services.

The General Partnership. This kind of business is for companies with two or more partners united under the same name and having the same economic objectives, with unlimited liability on the firm’s debts. They share the profits among them and they don’t have to present a minimum share capital, like for Dutch BV. The personal assets of each general member of the partnership can be taken by the creditors if there are debts that can’t be covered by the company funds. 

Dutch Limited Partnership. To register another form of partnership, the Dutch Limited Partnership is necessary at least two partners - one general who has unlimited liabilities and takes the management decisions - and silent one who must deliver the capital to the firm and has his liability limited to his contribution.   

Professional Partnership is formed by two partners, at least, who are responsible for their claims. This kind of business is preferred for practicing a profession and not for business. 

Public Liability Company. This form of business is proper for large investments and it needs a share capital of 45,000 EUR. The general meeting of shareholders is in charge of management decisions. The board of managers will be responsible for daily decisions.  

Branches/Subsidiaries of foreign companies. The main differences between these two business forms is the degree of independence of the local branch or subsidiary related to the parent company. 

Depending on the type of economic activities you will perform, you may need certain permits and licenses and if your business will have an impact on the environment, you should send a notification to your municipality.  Another notification to the same institution is required in case you occupy a business property and you need to take measures to ensure fire safety.

The procedure for company Registration in the Netherlands

Foreign enterprisers who want to open companies in the Netherlands must follow a specific procedure which will imply the following steps:

1. proposing three company names, out of which one will be selected and reserved as a trade name for the Dutch company;

2. drafting and notarizing the incorporation documents of the new company (if any documents need to be translated, these must be notarized too);

3. submitting the documentation with the Dutch Companies Register and registering for taxation and VAT purposes;

4.registering for employment and social security purposes, including with the pension fund with the same tax authorities;

5. applying for the necessary business licenses with the authorities in the industry in which the company will activate.