Introduction
To register a company in the Netherlands, you need to take steps that will let you maximize the benefit. The Netherlands may be a small country geographically but that hasn’t stopped them from making a name in history. It is the fifteenth-largest economy in the world. The Netherlands is known for its wild production of wooden shoes, dutch cheese, and millions of bicycles.
They also have thriving service sectors and outstanding achievements in science, engineering and industries like electronics, chemicals and food. The Netherlands’ business climate and strategic location make it one of the best countries for business.
It has an international focus, a great physical and digital infrastructure and the majority of the people speak English.
If you are considering setting up a company in the Netherlands, here are guidelines to ensure that you have a smooth registration process.
A company must be registered with the Trade Register of the Chamber of Commerce in the Netherlands (as known as Handelregister). The registration must take place in the same district where the company’s office address is located. Registration must take place within eight days of the Incorporation procedure of the company.
Steps to register a company in the Netherlands.
In order to fully register a company in the Netherlands, the following documents must be provided.
Have a resident permit.
In order for a foreigner (outside the EU) to start up a business in the Netherlands, you may need a permit or a start up visa. You must also register for a citizen service number.
The citizen service number is a unique personal number allocated to everyone registered in the personal records database.
Name of the company.
Before registering the name of the company, you must first choose a company trade name. A good business name should be recognisable, and make clear what you have to offer. Your company’s name plays a big part in your company’s image.
However, the name must meet a couple of requirements before it can be approved. These are:
- Must follow the rules of the Trade name. The rules simply state that your company name should not give the wrong impression. That is, you can not present it larger or different than it is. If you are an independent worker, your company name cannot carry a name that signifies partnership. For example, using Janet & partners can not be allowed for a single corporation.
- Another rule is that the Trade name strictly forbids the use of another person’s name without being granted permission by the person. Also, the use of a similar name to an already existing company is not allowed. This law exists so that customers and suppliers will not be confused while trying to locate either companies.
- It is important to check if your company name is already in the registrar. You can also make use of symbols and numbers when choosing a company name. Always ensure that you have a unique company name.
- After choosing a company name, you must submit it to the Chamber of Commerce. They will pass your details to the Dutch Tax and Customs Administration.
The company registered address.
To register your company, you will need a Dutch address. This could be your home address if you are a resident. You could also use your company shareholder’s address if he/she is a resident. Although you will need to sign a Form starting the declaration of consent by the shareholder.
Articles of Association.
This refers to the document drafted when a legal company is set up. The AoA regulates the operation of the company and defines its purpose. The document lays out how tasks within the organization are to be carried out, including the process of appointing directors and shareholders.
The AoA can also be considered to be the constitution of the company.
Details of the directors and shareholders.
The shareholders are usually individuals and entities that have a certain percentage of the outstanding company share.
The company directors are appointed by a general meeting of the shareholders. The company directors are appointed to promote the success of the company, to exercise independent judgment and to avoid conflicts of interest. A shareholder can also become a director as long as he/she can perform both tasks effectively.
However there is no minimum number of directors to have. A company can also have a nominee director who is usually a resident director. You can also choose to appoint a company secretary but it is not required.
A verified copy of the shareholders’ registrar.
The register should include each shareholder’s name, address of residence, and the number of shares owned. The register should also provide the details of the holder’s occupation and the amount paid to acquire the share.
The register should also contain important dates such as purchase of shares, transfer and cancellation of shares. The information contained in the register is required as per the by-laws of your company. The register is considered a proprietary document and will only be accessible to certified employees of the company, other shareholders or third party vendors who handle the register.
Have a Dutch legal structure.
As a starting entrepreneur or company you must choose a legal structure. A legal structure determines who is responsible for your debts and which fiscal benefits are available.
The various types of legal structure are Sole trader, Commercial Trader, Public Partnership and Limited Partnership.
Register your business UBOs.
Ultimate Beneficial Owners (UBO) are the owners or the person who is effectively in control of the company. Depending on the legal structure of your company, you will also need to register your company’s UBOs with the Netherlands Chamber of Commerce.
Make an appointment with the Chamber of Commerce.
The Chamber of Commerce (KVK) is a public service provider that helps business owners run their businesses successfully. The KVK manages the Dutch Business Register.
You can make an online appointment for your registration. You will have to visit in person to register if your company’s legal structure is sole proprietor. However, when you set up a legal entity, you will first need to go through a notary. This notary will take care of the registration in the Dutch Business Register at KVK.
During the appointment, you will receive a KVK certificate of registration and a KVK number. The 8-digits KVK number is a proof of your registration in the Netherlands Chamber of Commerce.
The KVK certificate of registration is the official certificate which confirms that the company is registered with the Kamer Van Koophandel (KVK) also known as The Netherlands Chamber of Commerce.
Conclusion
The Netherlands is considered as one of Europe’s most friendly countries when it comes to accepting foreign commerce. The Dutch government plays a vital role by providing foreign startups with tools and information that a foreign company needs to open a company in the Netherlands.
Frequently Asked Questions
To register a company in the Dutch Business Register, you are to pay a one-time fee of €75. You can only pay this digitally with the use of a debit or credit card.
Residents are subject to pay income tax in the Netherlands on their worldwide income. Non-resident are subject to Netherlands-source income only.