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Company registration in the Netherlands B.V. Company forms in the Netherlands

What is a trust?

"Trust" means the management of a company and the administration of the company by the trust's own staff or its director. The trust office staff consists of lawyers, tax consultants, notaries, attorneys, accountants and secretaries. The trust office receives a large number of confidential information from their clients and hence the name “trust”, “to trust”.

Trust offices are involved, among other things, in the implementation of client decisions, day-to-day management of the company, bookkeeping, provision of director services for various types of companies, registration and management of new companies and special purpose companies, filing of annual financial statements and the provision of other similar services.

Benefits of Using a Trust

There are the following reasons for using a trust:

tax reasons: separation of ownership and management brings tax advantages
international tax reasons: tax advantages associated with structuring international groups companies through the use of a combination of national legislation and the use of bilateral treaties for the avoidance of double taxation
legal reasons: limiting liability and protecting assets from creditors and others
financial reasons: centralization of the company's financial departments into a single department to simplify the management and direction of cash flows in the company
labor reasons: managing the distribution of pensions between employees
family reasons: proper distribution of assets/income among family members, as well as distribution of assets among heirs to avoid unnecessary waste.

Selecting the Netherlands as jurisdiction:

The Netherlands is a legally and economically stable state with an impeccable reputation in international business. Thanks to the extensive number of agreements concluded with most countries, the Netherlands provides certainty to international entrepreneurs. Also, financial mechanisms and royalty structures favorable for holding companies make this jurisdiction attractive to foreign companies and entrepreneurs. Through the establishment of a holding company by foreign companies in the Netherlands, the latter can significantly reduce or eliminate the tax burden on dividends, royalties and interest payments at a relatively low cost of establishing and maintaining the structure.

Additionally, it is possible to negotiate tax payments with the Dutch tax authorities. For example, it is possible to obtain certainty in advance regarding the financial continuity of the price that a Dutch group company pays or receives from a foreign group company for the receipt or delivery of services or goods. It is also possible to enter into an agreement that will describe the international corporate structure, which will allow, for example, to obtain certainty on the application of the participation exception or on the exception for the payment of income tax when using a cooperative.

Tax International Treaties

The Netherlands concluded significant amount international treaties to prevent double taxation. Despite the fact that the Netherlands has one of the most developed networks of double tax treaties, this moment The government of the Netherlands continues to pursue a policy of expanding active cooperation in the field of concluding international tax treaties.

It often happens that a company operating internationally may be subject to certain taxes twice. International treaties concluded by the Netherlands contain provisions governing such situations. In the event of double taxation, the competent Dutch authority will use every effort to avoid double taxation.

Through international treaties concluded by the Netherlands, the following tax advantages can be achieved:

avoiding dual residence;
avoidance of capital gains tax in the country where the subsidiary is located when a Dutch shareholder sells shares;
reducing the tax burden on dividend payments in the country where the subsidiary is located;
reducing the tax burden on dividend payments by a Dutch holding to the country where the investor is located;
other benefits, depending on the jurisdiction.

Tax Treaties European Union

Due to the fact that the Netherlands is a member of the European Union, a holding company located in the Netherlands can benefit from the tax advantages of the European Union. Such benefits include access to European directives:

Parent-Subsidiary Directive
Merger Directive
Interest & Royalty Directive

Using, for example, the European Parent-Subsidiary Directive, Dutch companies can receive tax-free dividends from their subsidiaries in the European Union.

Basic Dutch Taxes

The main taxes payable in the Netherlands include:

Income tax: profits up to €200,000 are taxed at a rate of 20%, profits over €200,000 are taxed at a rate of 25%
Innovation Box: 5% tax on income derived from intellectual property created by a Dutch company
Dividend tax: 15% tax on dividend distributions, which can often be reduced to 0% if a double tax treaty or the European Parent-Subsidiary Directive applies
Value Added Tax: The rate on most products and services is 21%
Income tax: rate changes every year

Peculiarities tax system Netherlands

The Dutch tax system has the following characteristics:

No tax on interest
No royalty tax
No capital tax
No stamp duty
No local income taxes
Availability of a participation exclusion regime: 100% tax exclusion on dividends and capital gains from participation
Possibility of creating financial unity
There is no difference between regular income and capital gains
Opportunity to receive a 30% tax discount for foreign workers who have specific knowledge
Possibility of agreement with tax authorities

Agreements with Tax Authorities

The Netherlands recognizes two types of arrangements with tax authorities:

Advance Tax Ruling is the opinion of the tax authority on the characteristics of certain taxes for international corporate structures, which allows one to obtain certainty regarding the possibility of obtaining an exception of participation and recognition of a permanent enterprise.

Advance Pricing Agreement is an agreement between the taxpayer and the tax authority, which allows for advance determination of the appropriate transfer pricing methods for certain transactions over a certain period of time.

Agreements with the Dutch tax authorities are legally binding and binding.

Creation of the Netherlands Holding

When creating a holding company, there will be at least 2 companies: a working company and a holding company. The work company is engaged in the execution and conclusion of contracts, hiring personnel and thus represents the main production unit. The holding is engaged in the storage of valuable assets, such as shares of the working company, profit reserves, patents and so on. It is also possible to accumulate a pension through a holding.

Thus, if the financial situation of the working company is bad or there is a threat of bankruptcy, the holding allows you to preserve valuable assets without being declared bankrupt.

Advantages of a Dutch holding

The main advantages of the Dutch holding are:

Participation exclusion - complete elimination of the tax burden on capital gains on shares and on distribution of dividends in subsidiaries
Zero tax on dividends when using a holding together with a cooperative;
Low or zero tax on profit repatriation
No tax on royalty and interest payments
Risk sharing
Favorable tax regime compared to other countries
Opportunity to negotiate with tax authorities by receiving an individual tax calculation
Financial unity
Using a holding as management company or property administrator
Tax deduction expenses and losses
Regulation of income tax rates
No restrictions on foreign currency exchange

Participation exclusion

One of the biggest advantages of a Dutch holding company is the elimination of participation. This advantage is to exclude from the obligation to pay corporate income tax on any profit received from investing in the share capital of another local or foreign company. Dividends and capital gains arising from such holding of shares are tax deductible, while capital losses and acquisition and disposal expenses are not deductible.

The participation exclusion applies to both participations in Dutch companies and participations in foreign companies. Because profits will not be re-taxed, foreign subsidiaries will be able to compete with local businesses on the basis of a similar financial position.

Compliance with the following conditions provides the opportunity to obtain an exclusion from participation:

1) The shareholder holds at least 5% of the nominal paid-up capital in another company 2) The principal activities of the subsidiary should not be regarded as “passive investment activities”. The existence of a passive investment activity depends on the taxpayer's objectives 3) A subsidiary cannot be a "financial investment trust"

Risk sharing

A holding structure is often used to spread risk. This is done by creating a simple structure including a holding company and an operating company. The bankruptcy of a work company does not automatically lead to the bankruptcy of the holding company. By transferring real estate and investments to a holding company, the risk of losing assets if the operating company's financial situation worsens is reduced.

If a holding exists, it is possible to maintain consolidated financial statements.

Profit reserves

A holding can be used to ensure the safety of profit reserves. If a production company suffers losses or is at the stage of bankruptcy, profit reserves will be lost. To avoid this, the profit is transferred to the holding and thus the profit will not be at risk and at the same time the financial settlement will be postponed. Reserves can be used again as capital at any time. The holding also allows you to use the funds of a working company to provide for another working company when there is a need for financing the latter.

Financial unity

Provided that the holding company holds 95% of the shares in the operating company, it is possible to create a so-called financial unity. In this case, the parent company is taxed as a group together with its subsidiaries. From an income tax perspective, this means that subsidiaries are considered to be absorbed by the parent company. Permission to create financial unity is issued by the tax office. When there are several work companies and using financial unity, it is possible to offset profits from one work company with losses from another work company. Thus, income tax is reduced.

Regulation of income tax rates

By dividing profits among several companies, you can reduce your income tax. Profits up to €200,000 are subject to income tax at 20%, while profits over €200,000 are subject to 25%.

Innovative Box

The Innovative Box regime allows you to significantly reduce the income tax rate, provided that the profit is derived from intellectual property. In accordance with this regime, income from a company’s intellectual property is taxed at a rate of 5% if income from intellectual property exceeds the costs of developing intellectual property. If income from intellectual property does not exceed the costs of developing intellectual property, then the standard income tax rate is applied. Expenses incurred when using intellectual property are equivalent to development costs. Capital gains from intangible assets are also subject to this regime.

Holding as a management company

The holding can act as a management company. This is convenient when there are several large shareholders. Each such shareholder can create his own holding company, which will act as a management company. For such activities, the holding receives compensation, which will be taxed. Subsequently, each major shareholder will be able to determine, within his own holding, the amount of wages, the payment procedure and the amount of dividends.

In order to avoid double taxation, the holding is not required to pay income tax and dividends on profits received.

Dutch financial company

The favorable tax climate of the Netherlands is used to create financial companies. The group finance company is used as an intermediary to provide loans necessary for the expansion of international companies and minimize their international tax payments.

So you can create financial company in a country with low interest tax.

Additionally, it is possible to use a loan within the limits of participation. A participation loan is a design whereby the Dutch parent company provides a loan to a foreign subsidiary, subject to the existence of a participation. For Dutch fiscal purposes, such a loan will be regarded as a contribution to capital. As a result, interest received by the parent company on the loan will be treated as a participation dividend and loan repayment payments will be treated as a return of capital. The interest thus received will not be taxed.

Dutch Cooperative

A Dutch cooperative is recognized as a legal form by the European Parent-Subsidiary Directive, which means that the cooperative has the right to receive dividends from European subsidiaries without having to pay any taxes on dividends in the country where the subsidiary is located.

Although a cooperative is required to pay income tax, if structured correctly, a Dutch cooperative provides the opportunity to exclude tax on the profits distributed by the cooperative to its members. Additionally, the cooperative may receive the right to exclude participation.

Requirements for Dutch Companies

Dutch companies must be registered with the Dutch Chamber of Commerce, have at least one personal or corporate director and one shareholder. To have access to double tax treaties and European directives, a Dutch company must be tax resident in the Netherlands. Tax residence is determined by finding the place of effective management.

A place of effective management must meet the following requirements to be considered as such:

administration and accounting must be carried out in the Netherlands
The company's head office is located in the Netherlands
the majority of members of the board of directors must be residents of the Netherlands
board meetings are held in the Netherlands

Overview of the Partner Services of this website

The partners of this website specialize in providing trust services. They have impressive experience in providing business services, management services, fiduciary services and real estate services to international and Dutch clients.

They also provide services in the following jurisdictions:

British Virgin Islands, UK, Germany, Cyprus, Curacao, Luxembourg, Malta, Netherlands, New Zealand, Singapore, USA, Switzerland.

The range of services is exceptional and includes, among others, the following services:

provision of domicile, telephone/fax, communication infrastructure
assistance in creating new companies and registering entries in the commercial register
processing of daily accounting and correspondence in conjunction with the preparation and submission of annual reports and company data
VAT and income tax refund request
provision of personal/corporate director
acting as a company representative (through power of attorney and power of attorney to sign)
opening and maintaining a bank account
provision of specialized legal and secretarial services
coordination and control of assets and real estate

This list of services is not exhaustive. According to your wishes, partners of this website can send you full list. In addition, they can prepare a fixed offer for you.

The information provided is current as of March 2017.

Netherlands, known to the world also like Holland - a state located in northwestern Europe, washed by the North Sea and occupying an area of 41.5 thousand km 2. Among the official possessions of the Netherlands are the island of Aruba (Caribbean Sea) and the Antilles.

The central part of the Netherlands is crossed by a waterway - the Rhine.

Given the fact that the Netherlands is a constitutional monarchy, the country is ruled by a monarch. But his power is nominal, his main functions are representative. Political and legislative decisions are made by the parliament and government of the Netherlands.

Administratively, the state is divided into provinces, there are 12 of them in total. As you know, the capital of the country is the city of Amsterdam. But the place where the main government agencies and representative office is The Hague.

About 16 million people live in the Netherlands. Of these, more than 80% are Dutch. The share of other representatives from Europe is 5%.

As for the official language, there are two of them in Holland - Dutch and Frisian. The latter is used only by residents of the province of Friesland.

Christianity is the predominant religion in the Netherlands.

The official currency in the Netherlands is the euro.

Visitors to the Netherlands note the general feeling of comfort and friendliness of the local people as fundamental features of the image of this beautiful state.

Holland today is also very attractive in terms of investment. Many entrepreneurs seek to register a company in the Netherlands.

Company registration in the Netherlands. Main advantages.

Registering or buying a company in the Netherlands has become especially profitable since October 2012. The reason for this was changes in tax policy, as well as measures to simplify the registration procedure.

Let us highlight the main advantages that opening a company in the Netherlands (Holland) will bring.

Attractive tax policy. For example, there is no tax on the profit of the holding, on income from royalties and from the payment of dividends. To obtain the right to work under such conditions, a special procedure is required.
Advantageous location in Europe. Business in the Netherlands has access to European markets. And this is additional opportunity to expand import and export volumes.
The international authority of the Netherlands, which obviously guarantees your company in Holland lasting trust from potential partners and consumers. It is significant that the world's most famous brands register their subsidiaries in the Netherlands.
Constant introduction of innovations into the economy. Improvement of the Dutch economy, including technological ones, makes it possible to increase the efficiency of doing business in the Netherlands office.
Beneficial cooperation with banks. Banks offer company owners special conditions cooperation. For Dutch banking system It is typical to assign a network of banks to a specific area, for example, activities in agriculture.
Reliability of the legal system. The owner of a company in the Netherlands is reliably protected legally. The management of the company and its work are clearly stated in the laws. Therefore, a “foggy” reading of company documents is excluded.
Convenience of concluding transactions with foreign investors.
Possibility of avoiding double taxation.
Availability of IP-Box service. Thus, the manufacturer of intellectual property products that are produced in the Netherlands has the opportunity to benefit from preferential tax treatment.
Low size of the authorized capital. This advantage resulted from simplifications in the requirements for company registration in the Netherlands.

Forms of doing business. Business in Holland.

The following types of companies in the Netherlands are most interesting for an entrepreneur:

Private limited company, BV;
Public limited liability company, NV.

Company in Holland: features of registration and conduct of activities.

The company name cannot be identical or similar to an existing one. It must not be misleading as to the scope of its activity, and cannot demonstrate affiliation with royal family or the authorities of the Netherlands. It is necessary to include the abbreviations BV, NV or their full forms in the name.
The minimum capital for BV is € 0.01. And at the time of registration you must pay at least one share. In the future, it is planned to increase the authorized capital.
The minimum capital for NV is from € 225,000, € 45,000 (20%) must be paid upon registration.
Issue of shares. BV and NV have the right to issue only registered shares. Possible release:

Priority shares vested with certain rights (they are indicated in the charter);

Preferred shares (give the shareholder the right to receive fixed dividends). The deed of transfer of shares must be notarized. A register of shareholders is maintained, and the directors are responsible for this. The register must contain information about the names, addresses of shareholders, the number of shares, sums paid, as well as information about the transfer, pledge, and use of shares.

The number of directors and shareholders is at least one. Their citizenship and residency does not matter. The sole shareholder may also be a director.

The personal presence of the founder at the document signing procedure is not required. It is enough to have your own representative who has been issued a power of attorney. You can also act through the service of a nominee holder.
Information about the directors and shareholders of the company is contained in the act of incorporation of the company in the Netherlands, such data is available to third parties.
A company with more than one shareholder is governed by a Board of Directors.
Nominee shareholders and directors are permitted.
All changes occurring in the shareholder structure must be notarized.
Nominee directors issue powers of attorney only for specific transactions.
No secretary required.
The registered address must be in the Netherlands.
It is possible to transform an NV company into a BV, as well as vice versa. To do this, you need to amend the charter in the form of a notarial deed, which must be certified by a Dutch notary.

Taxes in the Netherlands.

A company in Holland (Netherlands) pays income tax in the amount of:

20% (for profits up to € 200,000),

25% (if profit exceeds €200,000).

Tax on dividends is paid at a rate of 15%, it does not matter whether they are received by a resident or a non-resident. The conclusion of an agreement on the avoidance of double taxation will further reduce the rate. This tax can be offset at source by the resident shareholder against personal as well as corporate tax liabilities. Withholding tax for non-resident shareholders is final.

Capital gains tax – 0%.

Stamp duty – 0%.

Interest tax on dividends and royalties is 0%.

VAT – 21% (general rate), 6% and 0% (preferential rates).

Accounting in the Netherlands.

Change financial statements is a mandatory requirement. All financial reports are kept in the company's Dutch office.

In general, companies in the Netherlands rent out:

Balance sheet and income statement with notes;

Cash flow report;

Directors' report (unless there is a statutory exemption);

Reports on incidents that could or have affected the financial condition of the company.

Registering or buying a company in the Netherlands (Holland) is now easy. Registration of companies (including offshore companies) is one of the main activities of our company. With us, registering a company in the Netherlands (Holland) will be quick and efficient!

The Netherlands is a very attractive offshore zone for business. It is no secret that companies such as Google, Starbucks, Booking.com and other agglomerate holdings are registered in the Netherlands. You may have already heard about tax benefits when registering a business in the Netherlands and are now wondering how to register a company in the Netherlands.

If you are not familiar with the internal legal system, do not speak the language and do not have complete information about registering a business, it will be difficult for you. Especially if you do not want to rely on chance and your goal is to register a business in Holland on the most favorable terms, complying with the law.

Registration of a company in the Netherlands consists of 7 stages:

1. Determination of the registration and legal form

First, you need to select a registration and legal form. There are 10 of them in the Netherlands. You can familiarize yourself with the registration and legal forms of companies in the Netherlands. The most common registration form is B.V. (besloten vennootschap). This form is similar to the Russian legal form of LLC and is literally translated as “closed joint stock company.”

2. Collection of documents

At the second stage, it is necessary to collect and prepare documents of the founders and managers of the company. The list of documents depends on the number of founders, as well as on which country they are residents of and which country the managing director is a resident of. The standard list of documents can be found.

3. Selection of the company's legal address

Any registered company requires a legal address. Its function can be performed by your home address if you are a resident of the Netherlands, or the address of a rented office or a virtual address. For our clients, we provide a legal address service for your company. In order to use this service, you must go through personal identification and sign a service agreement. After which we provide a legal address, taking into account the client’s wishes regarding its location. The minimum duration of the service provided is 6 months.

4. Drawing up the charter of a joint-stock company

5. Signing the charter of the joint-stock company

Before signing the charter in the presence of a notary, we once again review the charter of the enterprise, each of its clauses in which questions may arise. Then the shareholders and managing director sign it. If for some reason the founders cannot be present when the charter is signed, then if there is a power of attorney, this can be done without their presence.

6. Company registration with the Dutch Chamber of Commerce

Finally, the company is inspected and registered by the Dutch Companies House (KvK), after which the company is automatically assigned all the necessary registration and tax numbers. Documents confirming the existence of a joint stock company are: statutory documents company, an extract from the Dutch Chamber of Commerce (KvK) and an extract from the tax office with confirmation of the assignment of a tax number RSIN. After registration, the tax office independently sends a series of letters to the registration address of your company. Confirmation letters about the assignment of fiscal numbers, logins and primary passwords for logging into the electronic tax account.

7. Opening a bank account

Once all registration numbers have been assigned and constituent documents will be in hand, we can assume that the company is registered. However, for a full-fledged existence, a bank account in the name of the enterprise is required. Today, this stage of company registration is one of the longest, due to the law against money laundering and terrorist financing (Wwft wet) and numerous checks. On average, this process takes from 3 to 6 weeks depending on the bank, the company's activities and the residence of the beneficiaries/managing directors.

Advantages of registering and doing business in the Netherlands:

Registering a company in the Netherlands will help avoid double taxation;

Saving % when paying dividends;

Doing business in the Netherlands is easy and convenient;

Lack of authorized capital;

Stable legislative and legal framework;

Complete absence of bureaucracy.

A company in Holland is an excellent opportunity to bring your business to new level and optimize your taxes. If you have any questions, please contact us by filling out the form below and indicating your question.

Also read how you can buy a business in Holland.

Opening a company in Holland traditionally serves as a means of tax planning for respectable international structures, primarily European ones. As you know, there are no completely tax-free or offshore companies in the Netherlands. The tax rate is the same for all companies and is 34.5%.

However, some features of the tax system of this country in certain situations make it possible to use Dutch companies to reduce the tax burden. First of all, we're talking about about Dutch holdings.

Main features of tax legislation

No withholding tax on royalties.
Possibility of obtaining a preliminary opinion on a specific scheme from tax authorities.
No withholding tax on interest.
Extensive network of double tax treaties.
Exemption from tax on income from participation in capital.
No withholding tax on dividends within the EU (if the EU Subsidiary Directive applies).

Incorporation

The notarial deed of incorporation is performed in Dutch in the presence of a Dutch notary, who can then provide the statutory documents with an English translation.

Immediately before incorporation, you must obtain a Statement of No Objection from the Ministry of Justice.

Statement of No Objection is a declaration of the Ministry of Justice, which is issued after appropriate verification of the status of the incorporators, managing director(s), ultimate beneficiary, official(s). The Ministry of Justice verifies the personal information of individuals and legal entities that will be appointed managing director(s) and/or shareholders. To do this, the Ministry of Justice will provide the necessary questionnaires, in which the following information will be required: (i) the name and addresses of the ultimate beneficiary(ies); (ii) latest financial information (if the Dutch offshore company acts as an incorporator); and (iii) a declaration from the incorporators - a document confirming that the incorporating company will not change shareholders or issue new shares within one year from the date of incorporation.

Currently, Statements of No Objection are issued by the Ministry of Justice in approximately 2 weeks. However, during the registration process, a Dutch LLC can carry out its activities provided that it adds the abbreviation “i.o.” to its name. (meaning “in oprichting”, i.e. “in the process of registration”). During the pre-incorporation period, business registration in Holland can be carried out, and the former B.V. i.o. may be registered and entered into the trade register at the Chamber of Commerce. In such a case, persons acting on behalf of the B.V.i.o. are personally liable for all actions taken during the pre-registration period while the relevant B.V.i.o. does not ratify these actions immediately after the completion of company registration in Holland.

Capital

A Dutch company (N.V. or B.V.) must have an authorized share capital divided into shares, each of which has a nominal value in Euros. Shares without par value are not permitted.

Registration of companies in Holland (B.V. or N.V.) requires that at least 20 percent of the capital must be issued and at least 25 percent of the par value of each issued share must be paid up. In accordance with the requirements of Dutch law, the minimum issued and paid-up capital in Euro must be 45,000 for N.V.

Dutch company law does not require a minimum debt to equity ratio. The identities of shareholders who have not paid for their shares in full must be indicated in the Commercial Register.

Managing or supervising directors of Dutch companies are not required to be shareholders. There is also no requirement that shareholders be Dutch residents.

Transfer of shares

Bearer shares are freely transferable upon delivery of the corresponding original share certificates. Only N.V. may issue bearer shares. Registered shares issued by N.V. are also freely transferable, subject to restrictions that may be contained in the company's articles of association.

B.V. can only issue registered shares, and the company's charter must provide for restrictions on their transfer. Such restrictions require the person transferring shares to do one of the following:

offered its shares to other shareholders (“right of first refusal”);
received preliminary consent for the transfer (assignment) of shares at the General Meeting of Shareholders, or from any other management body of the company, as specified in the charter.

Articles of Association of B.V. must state that, at the request of the seller, the sale price of the shares will be determined by one or more independent experts in the event that the seller and buyer cannot agree on the value of the shares being transferred. Transfer of registered shares in N.V. companies and B.V. requires the execution of a notarized deed of transfer by a Dutch notary.

Register of shareholders

Managing directors of the Dutch company B.V. (and N.V. if it issues registered shares) must keep a register of shareholders at the registered office of the company. The register contains the numbers of all registered shares, the names and addresses of all shareholders, the amount in which the par value of the shares has been paid, as well as details of any transfer of shares, pledge, seizure or usufruct (use of shares with subsequent extraction of income). Each shareholder, pledgor, usufruct has the right of access to the register of shareholders and the right to receive a certified extract indicating the details of the registration of his shares. Any changes or amendments made to the register of shareholders require the signature of one of the managing directors.

Control

The management of Dutch companies (N.V. or B.V.) is carried out by a Board of Managing Directors, consisting of one or more members (bestuurders), who are appointed and removed by the shareholders. From the point of view of Dutch corporate law, none of the managing directors of the Dutch company B.V. does not have to be a Dutch resident. However, for Dutch tax purposes, it is still recommended that at least half of the appointed directors be resident in the Netherlands.

Why you should contact us

Despite the fact that the Netherlands is a completely onshore jurisdiction, local companies are often used in various offshore structures. Along with the UK, the Netherlands is considered the main channel for moving funds to other jurisdictions (often offshore), thanks to its favorable tax legislation. The Netherlands does not tax dividends, royalties or interest payments, making it a particularly popular jurisdiction for setting up holding companies. We offer you the service of establishing a BV company in the Netherlands remotely.

The Netherlands is a state that many people better know as Holland. They say that in Russia they started calling this country this way from light hand Peter I, who during his visits to Europe lived for some time in the province of North Holland, adopting various kinds of knowledge from the local residents.

Today the Netherlands is European state with an excellent reputation, a strategically important logistics hub, and a popular jurisdiction for registering a business. Despite the fact that Dutch tax policy has international organizations Questions arise from time to time, but this does not prevent the state from successfully attracting entrepreneurs from all over the world.

Why is it profitable to register a company in the Netherlands?

A company in the Netherlands is often used as a tool for optimizing the international tax burden, preserving financial assets or for making foreign investments. Undoubtedly, this jurisdiction has a number of unique characteristics and advantages that attract foreign investors.

The Netherlands is:

a politically and financially stable state with an AAA rating;
comfortable and favorable tax climate for holding companies, as well as licensing and financial structures;
no tax on dividends, royalties and interest payments within the EU;
subject to certain criteria - no taxation of income of subsidiaries;
a state that is one of the ten leading economies and largest investors in the world;
unique opportunities for asset protection (Russia has signed an investment protection agreement with the Netherlands since Soviet times, which protects the owner from illegal seizure of property);
separation of concepts of legal and economic beneficial ownership;
a large number of agreements on the avoidance of double taxation with other countries (more than 90).

Tax advantages of the Netherlands

From a tax point of view, the Netherlands has many advantages. First of all, there is no output tax when paying royalties and interest. Income that a local holding company receives from capital gains or dividends may also be exempt from corporation tax. Income from intellectual property products is taxed at a rate of 5%.

In the Netherlands, as in all EU countries, the Parent and Subsidiary Directive applies. Thanks to this, the tax on dividends of EU subsidiaries can be reduced to 0%.

Because authorized capital companies in the Netherlands can be nominated in foreign currency, the tax return can also be prepared in a foreign (functional) currency.

The company's losses can be written off over nine subsequent years and one year retrospectively.

A holding company in the Netherlands can use the fiscal unity and intra-group financing regime.

When paying VAT on imports, you can use the deferment system.

If an employer in the Netherlands hires a foreign employee, he can pay part of the salary (30%) without tax deductions. In this way, the employee is compensated for “extraterritorial expenses”, for example:

price difference;
study visits to the Netherlands;
trips to homeland;
language courses both for the employee himself and for his family members who live with him in the Netherlands;
telephone communications;
paperwork;
maintaining housing in two countries.

To receive this benefit, you must:

existence of labor relations;
the employee has specific experience and/or knowledge that is difficult to find in the Netherlands;
positive decision of the Dutch tax authorities;
that during the 24 months preceding the first day of work in the Netherlands, the employee has resided at least 150 km from the Dutch border (exceptions apply) for a consecutive 16 month period.

Private limited liability company (BV) in the Netherlands

BV (Besloten Vennootschap) is one of the most commonly used forms of legal entity registration in the Netherlands. Such a company can be used for both holding and operating activities. BV is actively used in international structures, including for tax optimization.

The founders of a BV in the Netherlands can have any residency. Before registering a BV company, directors and shareholders must obtain a certificate of approval from the Dutch Ministry of Justice. The notary then carries out all the formalities for registering the company. Information about directors and shareholders must be contained in the notarial deed establishing the company.

In 2012, legislation was amended in the Netherlands, which significantly simplified the process of setting up a company. In particular, the following changes have occurred:

the minimum authorized capital that must be contributed upon registration of a company has been reduced to 1 EUR (previously it was 18,000 EUR);
the authorized capital can be not only in euros, but also in other currencies;
the requirement to provide a bank statement upon incorporation has been abolished;
mandatory annual meetings shareholders;
many procedures have been simplified, including making decisions outside the board of shareholders, holding meetings of shareholders, making decisions on the payment of dividends;
the issue of non-voting shares and shares without the right to profit is permitted;
Shareholder meetings abroad are permitted in the Netherlands.

For public companies whose founders plan to go public, the Naamloze Vennootschap (NV) form is more suitable.

Basic requirements for a BV in the Netherlands

Dutch law provides for a number of rules and restrictions regarding Besloten Vennootschap (BV).

Shareholders and directors

The sole shareholder of a BV company can also be its sole director or DGA (directeur-grootaandeelhouder). The DGA must pay itself a salary of 44,000 EUR per year. Since January 2017, directors and major shareholders of a BV who fit the startup description can pay themselves a minimum wages(approximately 20,000 EUR in 2016) during the first three years of operation.

If a BV has more than one shareholder, the company is governed by a Board of Directors. The powers of the Council are specified in the company's memorandum of association. Appoints and dismisses directors general meeting shareholders of the company.

Accounting for shareholders is maintained in the form of a register of shareholders maintained by the directors. No share certificates are issued. The share register must be kept at the company's office.

A secretary is not required for a BV in the Netherlands.

If the BV has more than 100 employees or if the company's capital exceeds 13 million EUR, a supervisory board must be formed.

If the BV turnover exceeds 7 million EUR or the balance sheet profit is more than 35 million EUR, the company is required to be audited by an independent auditor. The company's reports must be published in the Netherlands.

Stock

For BV in the Netherlands release is allowed various types shares, for example: registered, non-voting, as well as shares that do not provide for the right to profit.

At the request of the shareholder, shares can be freely transferred if this is stipulated in the company's memorandum of association.

The BV must also have a physical address in the Netherlands.

Procedure for establishing a private limited liability company (BV) in the Netherlands remotely

The procedure for establishing a BV in the Netherlands consists of several steps:

You decide on the need for this step and contact our specialists for professional help with e-mail: [email protected] .

In accordance with Dutch law, the beneficiaries of the company will also be required to fill out special forms and provide the following information about themselves:

First Name Last Name;
Place and country of birth;
Date of Birth;
Nationality;
Place (address) of permanent residence;
Telephone and fax;
Profession;
Family status;
Participation in the company.

In order to pass the KYC check, information about the client’s activities is also required:

Detailed history general structure client;
Main activities of the general structure;
Detailed description of the source of wealth;
Purpose of establishing a company in the Netherlands;
Planned activities of the company in the Netherlands;
What is the reason for registering a company in the Netherlands and not in another jurisdiction;
Information about directors and their powers;
Organization structure diagram.

You pay for professional assistance in registering a BV company in the Netherlands. Available methods payment: bank transaction, payment card, WebMoney, PayPal, Western Union. The cost of services will range from 2,500 EUR to 3,500 EUR (excluding VAT), depending on the complexity of the structure. The price directly includes the procedure for preparing documents and registration actions, including notary services.

Possible additional costs:

legal address - 1,250 EUR per year (+VAT);
director ( individual) — 3,400 EUR per year (+VAT);
director ( entity) - 2,400 EUR per year (+VAT).

Attention : By law, the board of directors must consist of at least 50% residents of the Netherlands.

Services such as secretarial support, legal services, taxes and accounting are provided separately, packages are discussed individually.

You prepare the documents required to establish a BV in the Netherlands.

Required documents:

A notarized copy of the beneficiary's passport;
Confirmation of the beneficiary's registered address (bank certificate/utility bill);
Beneficiary CV with detailed description source of wealth;
It is highly desirable to have an opinion from tax consultants on the business structure planned for creation, describing the project, the purposes of creation and the choice of jurisdiction (why the Netherlands).

Personal presence is not required; the founders issue a power of attorney to a notary for the purpose of performing registration actions.

An approved power of attorney form is provided by a local notary. The power of attorney must be apostilled at the place of residence of the founders.

Ready to start the procedure for establishing a BV in the Netherlands? Contact us today by email: [email protected] .

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