Netherlands (BV) LLC
Formation of a Limited Liability Company (Besloten Vennootschap) in the Netherlands
A Dutch Limited Liability Company - a besloten vennootschap (BV) - is advantageous for holding and financial companies, particularly for tax exemption purposes and the structuring of international financial transactions.
FACTS & INFO
Compared to other EU countries, the Netherlands has a flexible and liberal legal framework for the organisation of enterprises by non-resident companies or individuals. There are no special restrictions on foreign-owned companies that wish to start a business in the Netherlands. A private limited liability company - a 'besloten vennootschap' (BV) - and a public limited liability company - 'naamloze vennootschap' (NV) - are examples of limited liability companies with legal personality.
The name of a Dutch BV company must end with the words "besloten venootschaap", or the suffix "BV". Company names containing restricted words such as "Bank", "Insurance", "Trust", etc. will not be permitted unless an appropriate national operating license has been obtained by the company.
ARTICLES OF ASSOCIATION / DEED OF INCORPORATION
The incorporation of a BV is effected by a notarial deed of incorporation, in which the initial articles of association of the BV are included.
A minimum of one shareholder is required which may be an individual or a corporate body. A BV company may be incorporated by one or more 'incorporators', being either individuals and/or legal entities. One single individual or entity alone, whether Dutch or foreign, may be the only incorporator and full management board at the same time. If there is only one shareholder, this fact will not entail personal liability, but their name will be registered as such in the certificates of registration of the BV issued by the trade register. A company is required to keep a shareholder register which must be kept in the company’s office.
The minimum capital requirement for a Dutch BV has been abolished as per 1 October 2012. The minimum authorised share capital can be €0.01 and the share capital can be denominated in any currency. The most evident benefit of this increased flexibility is the entrepreneur’s newfound ability to incorporate a Dutch BV without having to sacrifice its resources, which may be limited when starting its new venture.
DIRECTORS AND COMPANY SECRETARY
Dutch BV companies require a minimum of one director, who may be a natural person or a corporate body of any nationality. The board of management (at least one managing director) is responsible for the management and administration of the company, its day-to-day affairs, and the operations of its business.
There is no statutory requirement for a company secretary to be appointed.
Meetings of the board of directors may be held outside the Netherlands.
The whole procedure should take between 4 to 6 weeks.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $4,050. These include:
- Provision of registered office and registered address
In general, a Dutch resident company is subject to corporate income tax on its worldwide income. However, certain income can be exempted or excluded from the tax base. Non-resident entities only have a limited tax liability with regard to income from Dutch sources.
The standard corporate income tax rate is 25%. There are two taxable income brackets. A lower rate of 20% applies to the first income bracket, for taxable income up to €200,000. A special regime applies with respect to profits, including royalties, derived from a self-developed intangible asset (developed after 31 December 2006). In this so-called innovation box, the taxpayer may opt, under certain conditions, for the application of a lower effective rate on taxable profits derived from these intangible assets. The effective tax rate of the innovation box is 5%. The innovation box is applicable if at least 30% of the profits have been originated by the patent.
There are no provincial or municipal corporate income taxes in the Netherlands. In the Netherlands, corporate residence is determined by each corporation’s facts and circumstances. Management and control are important factors in this respect. Companies incorporated under Dutch law are deemed to be residents of the Netherlands (although not with respect to certain provisions, such as the participation exemption and fiscal unity).
AUDIT AND ACCOUNTING
Dutch limited liability companies are obligated to prepare a financial statement of their activities and transactions, according to specific rules reflected in the Dutch commercial code. This code stipulates that each Dutch limited liability company must prepare a financial statement in a defined format, and have it signed by the board of management members and, if appropriate, by the supervisory board as well.
All Dutch limited liability companies, except those that qualify as small companies, must appoint an auditor to examine their annual report and to express an opinion.
Annual tax returns must be filed electronically within 5 months from the closing date of the financial year. An extension for the filing period with a maximum of 11 months can be applied for, if needed. Tax losses may be carried back 1 year and carried forward for 9 years.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Drafting of incorporation documents
- Dutch notary fees
- Chamber of commerce filing fees
- Capital contribution tax
- Provision of registered office for 1 year
- Provision of local representative service
- Provision of 12 hours of annual support
- Provision of assistance in obtaining the company's VAT number and social security number
- Provision of assistance in establishing a bank account in the Netherlands (personal presence of client may be required)
- Domiciliation for the first year
Please note: In case the client's application is rejected by the local bank, we assist clients in finding alternative options for bank account opening.
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of the Netherlands.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.