Expand all entries Collapse all entries
GENERAL INFORMATION
General information
Kingdom of the Netherlands located in the western part of Europe, bordering Belgium and Germany.
Netherlands Square is 41,543 sq. km, and the population is 16,805,037 people (2013). In terms of ethnic composition, the majority of the population is Dutch (80.7%), about 5% are residents of different EU countries, and the rest is represented by such nationalities as Indonesians, Turks, Surinamese, Moroccans, as well as residents of the Caribbean, etc.
Capital Netherlands - Amsterdam. The official language is Dutch.
National currency– euro (EUR).
Climate The Netherlands is temperate, maritime, with cool summers and mild winter. Average maximum air temperature in summer (July) +17 °C; average minimum temperature (January) +1°C. In winter, the air temperature rarely drops below zero for a long period of time.
Difference in time with Moscow is minus 3 hours.
Literacy Rate- 99%.
Telephone code – +31.
Story
The United Provinces of the Netherlands declared independence from Spain in 1579. The 17th century was a century of breakthroughs in navigation and commerce for the Netherlands; the Netherlands had settlements and colonies all over the world. In 1815, after twenty years of French occupation, the Kingdom of the Netherlands was created. In 1830, Belgium was separated into a separate kingdom. The Netherlands declared its neutrality during World War I, but was nevertheless invaded and occupied by Germany. Today the Netherlands is a modern, developed country, as well as one of the key exporters of agricultural products. The Netherlands was one of the founders of NATO and the EU, and also took an active part in the introduction of the new currency - the euro. In 2010, the Netherlands Antilles ceased to exist as a state. The smaller islands, Bonaire, St. Eustatius and Saba, became special municipal units of the Netherlands. And the larger islands, Sint Maarten and Curacao, received, like Aruba before them, status apart, that is, they became self-governing states with significant autonomy within the Kingdom of the Netherlands.
State structure
The Kingdom of the Netherlands is divided into 12 provinces. In addition, the kingdom includes the Caribbean islands of Aruba, Curacao and Sint Maarten, which have the status of self-governing state entities
The Netherlands is a constitutional monarchy.
Head of State is a hereditary monarch who has very limited powers.
Executive branch belongs to the council of ministers, the advisory council of the cabinet of ministers of the Netherlands. The cabinet usually consists of 13 to 16 ministers, as well as a number of secretaries of state. The head of government is the prime minister.
Legislature represented by a bicameral parliament - the Estates General, which consists of the upper house, the so-called. The first chamber (75 seats, members of this chamber are elected by the councils of 12 provinces for a four-year term), and the lower chamber, the so-called. Second Chamber (150 seats, members of this chamber are elected by popular vote for a four-year term).
Judicial branch includes: 19 district courts (courts of first instance), 5 courts of appeal (in Amsterdam, Arnhem and other large cities) and the Supreme Court. These courts hear civil, criminal and tax cases. Judges are appointed by the monarch from a list drawn up by the Second Chamber of the Estates General; The appointment is for life, but the age limit for holding office is 70 years.
Economy
The Dutch economy is the sixth largest in the eurozone and is characterized by stable industry, moderate levels of unemployment and inflation, and significant foreign trade turnover. The financial sector and transport services make a significant contribution to the welfare of the Netherlands: Amsterdam is one of the largest financial centers in the world, and Rotterdam has a major port. The main industries are food, chemical, oil refining and engineering. The highly mechanized agricultural sector employs only 2% of the working population, but it largely supplies the country's food industry and accounts for a significant portion of its merchandise exports.
GENERAL CORPORATE INFORMATION
Legal system
The legal system of the Netherlands is based on Romano-Germanic law and includes elements of French criminal law theory.
The Constitution does not allow judicial review of legislative acts of Parliament.
The Netherlands accepts the compulsory jurisdiction of the International Court of Justice with reservations.
Organizational and legal forms
The legislation of the Netherlands provides for the possibility of creating the following organizational and legal forms:
- private company with limited liability(Besloten Vennootschap, B.V.);
- public limited liability company (Naamloze Vennootschap, N.V.);
- cooperative (Coöperatief met wettelijke aansprakelijkheid/beperkte aansprakelijkheid/uitgesloten aansprakelijkheid, W.A./B.A./U.A.);
- limited partnership (Commanditaire Vennootschap, C.V.);
- individual entrepreneur.
REGISTRATION
Company name
The company name must comply with the requirements of the Dutch Law on Names of Legal Entities (Handelsnaamwet), which are as follows:
- A mandatory element of the name, indicating the legal form of a limited liability company, is the phrase “Besloten Vennootschap” (or “BV” for short).
- The name may use Dutch or any other language, provided that the name is written in Latin letters. The use of names in Russian (i.e. using the Cyrillic alphabet) is unacceptable.
- The name must not be misleading, meaning that you cannot use a name that is the same or similar to the names of already registered companies. In other words, the name must be unique in the area and region where the company plans to operate. Therefore, the proposed name must first be checked with the Chamber of Commerce registry of the county where the company will be located. The Chamber of Commerce, for a fee, can also check the name for uniqueness throughout the Kingdom.
- The name must not coincide with existing trademarks. It is worth noting that when registering companies, the Chamber of Commerce does not monitor this fact, since the Benelux Patent Office located in The Hague is responsible for the protection of trademarks.
- Permission or license is required for the following elements of the title, their derivatives or equivalents on foreign languages: Bank, Building Society, Savings, Loans, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Trust, Trustees, Chamber of Commerce, Co-operation, Council, Municipal, as well as any other elements suggesting a connection with banking or insurance activities .
Company registration
To register a BV in the Netherlands, you must go through the following steps:
- Check name: As of July 2011, the Chamber of Commerce no longer checks company names. Now you can do this yourself on the Chamber of Commerce website for free.
- Draw up and sign the Company Incorporation Act with a Dutch notary:The act of incorporation must include: the articles of association of the company; Company name; location of the company; main goals (activities) of the company; the size of the declared authorized capital and information about the shares issued upon registration; powers of directors to represent the interests of the company (jointly or separately); details of the founder(s)/shareholder(s); appointment of the first managing director(s); as well as the first reporting period.
- Register your company with your local Chamber of Commerce and obtain a registration number: Chamber of Commerce registration can be done online or in person. Registration online takes a few hours, in person – one week. Membership in the local chamber of commerce is required.
- Register with tax authorities and social protection authorities: registration with the tax authorities takes 4-6 weeks. For income tax Separate registration is required, which also takes 4 weeks.
Shelf companies are allowed. However, the removal of the requirement to obtain permission from the Ministry of Justice, the minimum capital (18 thousand euros), as well as a bank or audit report has increased the tendency to register new companies instead of buying shelf ones.
Bank account
Dutch banks have a strict policy for accepting new clients, for example, they require information about the ultimate beneficiary. If the beneficiary, director and shareholder are not EU residents, the bank may also request additional information on the company structure, beneficiaries and company managers. Especially if there is a relationship with offshore jurisdictions. Connection with high-risk countries - Cuba, Iran, Myanmar, North Korea, Sudan and Syria - may cause refusal. Some banks open accounts for non-resident companies, but this service is usually not actively promoted.
Limitation of activities
There are also a number of restrictions on the activities of private companies. They cannot, without special permission, conduct banking and insurance activities, provide financial services and services related to the provision of consumer loans, and also operate as employment agencies.
Registered office
Dutch companies must have a registered office (legal address) in the Netherlands. The register of shareholders, minutes and resolutions, share transfer documents, administrative documents and accounting documents must be kept at this registered office address.
Seal
There are no mandatory requirements for the presence of a company seal.
Redomiciliation
Redomiciliation of companies to or from the Netherlands is not permitted.
THE STRUCTURE OF THE COMPANY
Director
Minimum number of directors Dutch company B.V. - one. It can be either physical or entity. Information about directors is entered into an open register. The law does not establish requirements regarding the residence of directors. However, in order for a company to be considered resident and therefore benefit from double taxation treaties, it is recommended that management and control take place in the Netherlands. This means that the majority of the company's directors must be resident in the Netherlands, and all board meetings must also be held in the Kingdom. Moreover, it is recommended that at least one director be a resident to deal with day-to-day issues, such as updating or changing bank contracts, opening additional bank accounts, closing or changing contracts related to telephone or Internet subscriptions, changing information in the chamber of commerce and industry .
Secretary
Companies registered in the Netherlands are not required to appoint a company secretary.
Shareholder
Dutch company B.V. may have one or more shareholders, who may be individuals or legal entities, residents of the Netherlands or non-residents. Shareholder details are reported to the local agent, but are not entered into the public register, unless the company has only one shareholder. However, it should be noted that the founders of the company will be listed in the open register, regardless of their number. General meetings of shareholders must be held annually at the place specified in the company's charter, or in the municipality where the company's registered office is located. The place of meetings specified in the articles of association can be located either in the Netherlands or outside the Netherlands (the latter became possible with the entry into force of simplified legislation for BV companies). In the event of a general meeting being held at a location other than the one established, decisions can only be taken if the shareholders present represent the entire issued authorized capital companies.
Beneficiary
Information about the beneficial owner of a Dutch company is considered strictly confidential and is disclosed, as part of the mandatory due diligence procedure, only to the local agent and the bank in which the account is opened for payment of the authorized capital, as well as to the auditor (if there is one). These persons have the right to disclose information about the beneficiary only in cases provided for by law and in compliance with a certain procedure.
Authorized capital and shares
The simplification of legislation for BV companies, which came into force on October 1, 2012, introduced a number of significant changes related to the authorized capital of the BV. Before minimum size The declared authorized capital was 18,000 euros. This requirement for the presence of a minimum authorized capital and its payment has been canceled.
Another change was the emergence of the opportunity to nominate the company’s authorized capital not only in euros, but also in other currencies.
The requirement for the mandatory inclusion in the BV charter of a clause limiting the transfer of shares was also canceled; now shares can be transferred/traded completely freely.
A BV can only issue registered shares; The issue of bearer shares or shares without specifying their par value is not permitted. The nominal value of shares is usually 1 euro.
Annual renewal
Renewal of Dutch companies is carried out annually and usually includes: payment for the services of nominee directors and shareholders (if any), services for providing the company with a legal address and payment of a fee to the Chamber of Commerce (the amount of the fee depends on the size of the authorized capital and the number of employees).
LIQUIDATION
Grounds for liquidation
A Dutch company can be liquidated:
- voluntarily - by a special decision of the general meeting;
- in the event of an event which, according to the articles of association, leads to the liquidation of the company;
- if the company is declared bankrupt;
- by a decision of the Chamber of Commerce in the event of a company's failure to comply with certain administrative obligations;
- by a court decision in cases provided for by law.
Voluntary liquidation
The decision of the general meeting to liquidate the company must be registered in the trade register of the Chamber of Commerce along with information about the liquidator(s). If liquidators are not appointed, then the duties of the liquidation commission are performed by the board of directors. In all publications, letters, documents and announcements issued from this moment on, the words In the process of liquidation.
After the commencement of liquidation proceedings, the company continues to operate only to the extent necessary to liquidate its property and settle its obligations. The liquidator prepares a liquidation balance sheet and, if the company has more than one shareholder, a plan of distribution, which sets out how the company's assets and liabilities will be distributed among those entitled to them. The liquidation balance sheet and distribution plan are registered in the commercial register and posted at the company's office or at another address so that interested parties can familiarize themselves with them.
The liquidator publishes in Dutch Gazette and in the daily national newspaper an advertisement indicating the address where the liquidation balance sheet and distribution plan can be viewed. Within two months from the date of this publication, creditors or other interested parties can study these documents and raise their objections. After two months, if there are no objections, the remaining assets can be distributed. This action ends the liquidation procedure of the company and the existence of the company, but the company's books and documents must be kept for another seven years. The completion of the liquidation procedure must be registered in the trade register of the Chamber of Commerce, also indicating the name and address of the person responsible for keeping the records. Information about the company registered in the register at the time of liquidation is stored there for another ten years.
Re-opening of liquidation
If, after the liquidation is completed, any property is found to be unrealized or a creditor or beneficiary is dissatisfied, the liquidation may be “re-opened” by a court order. In this case, the company is "reanimated", but solely for the purpose of re-liquidating the remaining assets or liabilities. And if the beneficiaries were distributed property in excess of what was required, the liquidator has the right to claim the already distributed surplus.
Expedited liquidation
If the company does not have any liabilities or assets at the time of the decision to liquidate, it ceases to exist from the moment the decision is registered in the commercial register. Since in this case there is no actual liquidation of the property and satisfaction of the creditors’ claims, a liquidator is not appointed. The decision on liquidation is recorded in the register by the board of directors of the company. Account books and records must still be kept for seven years after the company is wound up.
Liquidation by decision of the Chamber of Commerce
A company is wound up by decision of the Chamber of Commerce if the Chamber of Commerce has reason to believe that at least two of the following circumstances apply to the company. The company has for at least one year:
- With set date did not pay the registration fee to the commercial register;
- according to information registered in the commercial register, has no directors and no application for their registration has been submitted; or all registered directors have died or cannot be contacted for at least one year at the address shown in the commercial register and at the address shown in the municipal personal database, or if no address has been indicated in the database for at least one year at least one year;
- does not comply with its obligations to disclose annual financial statements or balance sheets with explanations;
- did not properly respond to a formal notification letter requesting the submission of an income tax return.
After eight weeks from the date of the notification, the Chamber of Commerce, by its decision, will liquidate the company unless it receives confirmation by that time that the violations specified in the notification do not apply to the company or have been eliminated.
The decision of the Chamber of Commerce is communicated to the company and its registered directors. The Chamber of Commerce also publishes a notice of company liquidation in Gazette. If the appointment of a liquidator or liquidators is not possible, the liquidation of the property is carried out by the Chamber of Commerce. At the request of the Chamber of Commerce, the court may appoint an additional one or more liquidators.
Liquidation by court decision
The district court will liquidate the company if:
- violations were committed during the establishment of the company;
- the company's charter does not comply with the requirements established by law;
- the company does not meet the requirements established for legal entities of this organizational and legal form.
The District Court has the power to dissolve a company if it violates the restrictions and prohibitions established for this type of company or if the company grossly violates the provisions of its articles of association. The court makes a decision on liquidation based on a request from an interested person or the Prosecutor's Office.
TAXATION
Taxation of individuals
Taxation of individuals depends on residence. Residents are taxed on worldwide income, while non-residents are taxed only on income earned in the Netherlands.
Income of individuals is divided into 3 categories depending on the source of income, and each of the three categories provides its own tax rates.
Category 1 represents income from labor activity and home ownership, which is taxed on a progressive scale with the following rates:
| 1 – 19,645 euros | 5,85% |
| 19,646 – 33,363 euros | 10,85% |
| 33,364 – 55,991 euros | 42% |
| From EUR 55,992 euros | 52% |
Category 2 represents income from a significant participation in the capital of a company, which is taxed only if the amount of direct or indirect participation in the capital of a person exceeds 5% of the issued capital of the company. Dividends and capital gains from the transfer of shares are taxed at 25%.
Category 3 represents income from savings and investments. Tax is charged at 30%, but not on the entire amount of such income, but only on 4% of the net asset value, resulting in the actual tax amount being 1.2% of the net asset value. In addition, income not exceeding 21,139 euros is not subject to tax. Net worth is calculated as average cost capital as of January 1 and December 31 of the corresponding year. Capital includes savings, bank balances, a second home, common stock, and other stocks.
The total tax amount is calculated by adding up the taxes for the three income categories, using general deductions.
The tax year coincides with the calendar year. The tax return must be filed by April 1 of the following year. In case of late filing or non-filing of a declaration, late payment or non-payment of taxes, administrative fines are provided. If Dutch authorities can prove fraud, criminal penalties are possible.
Income tax
Income tax is imposed on all companies established in the Netherlands (resident taxpayers), as well as some non-resident companies making profits in the Netherlands. According to the Corporate Tax Act, all companies registered under Dutch law are considered to be established in the Netherlands. Other factors taken into account when determining whether a company is incorporated in the Netherlands or not include the following: 1) place of effective management; 2) location of the head office; 3) place of holding meetings of shareholders.
Income tax is imposed on all profits received from activities, including commercial ones, income from foreign sources, passive income and capital gains.
The tax rate is 20% in case of profits not exceeding 200,000 euros, and 25% in case of exceeding this amount.
The tax return must be filed by June 1 of the following calendar year. Administrative fines are provided for late filing or failure to submit a return, as well as late payment or non-payment of tax. If Dutch authorities can prove fraud, criminal penalties are possible.
Capital gains tax
Capital gains are included in the income tax base. Under the participation exemption rules, capital gains realized from the sale of company shares are exempt from income tax.
Losses
Losses can be carried forward for 9 years and carried back to the previous period for one year. Losses incurred between 2009 and 2011 can be carried forward for 3 years upon request, in which case the carry forward is limited to 6 years. Special restrictions apply to losses incurred by companies whose business is at least 90% financing.
Dividends
Dividends received by a Dutch resident company are exempt from taxation under the participation exemption rules (see Participation exemption rules).
Participation exemption rules
The income tax law provides for what is known as the “participation exemption,” rules designed to avoid double taxation of profits distributed by a subsidiary to its parent company. To apply the participation exemption, several conditions must be met:
- the parent company must own at least 5% of the shares of the subsidiary;
- the subsidiary must not be a “portfolio investment company from a low-tax jurisdiction”, i.e. must meet at least one of the following criteria:
- the subsidiary's assets consist of less than 50% of "passive" assets, according to their market value(“asset criterion”); or
- if the asset criterion is not met, the actual income tax paid by the subsidiary is at least 10% of its taxable profit – translated in accordance with Dutch accounting standards (“tax criterion”); or
- If the asset test and the tax test are not met, the subsidiary is a real estate investment company (i.e. at least 90% of its assets consist of real estate).
Tax benefits
There are various tax incentives in the Netherlands. Under the Innovation Category system, income derived from independently developed intellectual property is taxed at a rate of 5%.
For costs and expenses (other than salaries) directly attributable to research and development activities, the taxpayer is entitled to a research and development allowance. Thanks to this benefit, the amount of taxable income is reduced, so in 2013 the percentage of the benefit is 54% of costs and expenses for research and development. If we take the base income tax rate as 25%, then the net benefit is 13.5%.
A special system of ship dues applies to shipping companies. Investment funds that meet certain conditions are exempt from taxation.
Tax year
The tax year is usually the same as the calendar year, although a shift is possible if this is reflected in the Memorandum of Association. The tax year usually lasts 12 months, but shorter or longer periods are possible in the year the company is founded.
VAT
VAT is paid on the sale of goods and services, the acquisition of goods by enterprises, as well as on the import of goods into the Netherlands.
From October 1, 2012, the basic VAT rate was increased from 19% to 21%. A reduced rate of 6% is applied to the sale, import and purchase of certain categories of goods, including: food and medicine; works of art; books, newspapers and magazines; passenger transportation, etc. There is also a zero VAT rate for the export of goods to EU countries.
VAT accounting
In the Netherlands there is no threshold for registering for VAT.
Tax period and VAT reporting
Depending on the amount of VAT payable, returns are submitted monthly, quarterly or annually. A VAT return must be filed even if VAT has not been received or paid. So-called “zero declarations” are also mandatory for “dormant companies”. In case of late filing of a “zero return”, the tax authorities calculate the taxable amount and impose penalties, in addition, the permission to file a return quarterly or annually can be converted to a monthly basis.
Withholding tax
Dividends paid to residents or non-residents are subject to 15% withholding tax. For residents, withholding tax paid may be credited against tax obligations recipient - legal or natural person. For non-residents, in most cases the withholding tax is the final tax amount. The 15% rate may be reduced if a double tax treaty applies, or no withholding tax may be required if the participation exemption applies or if dividends are distributed to a parent company that complies with the EU Parent-Subsidiary Directive.
There is no withholding tax on payments of interest, royalties, or fees for technical services.
Stamp Duty
There is no stamp duty in the Netherlands.
Annual fee
In the Netherlands there is no annual tax for companies.
Other taxes and fees
Anti-tax avoidance measures
Transfer pricing: intra-company pricing for goods and services must be equal, it is necessary to maintain documentation of intra-corporate transactions. It is possible to conclude an agreement to pre-establish prices in order to use a certain method of transfer education.
Thin capitalization: Thin capitalization rules were repealed and replaced by new ones effective January 1, 2013. Under the old rules, interest expense paid to affiliates that was attributable to “excess debt” (that is, debt exceeding a 3:1 debt-to-equity ratio) was not subject to withholding. Under the new rules, the deduction for interest costs associated with excess debt associated with the cost of acquiring an interest from a company is eliminated. Excess debt is calculated based on a mathematical method in which operating interests acquired from a third party are eliminated.
Controlled foreign companies: There is no separate law regarding controlled foreign companies, but there is an obligation to annually reassess ownership of more than 25% of shares in low-tax companies whose assets consist of at least 90% of “passive” assets.
Other: the law is considered violated if the reason for a transaction or series of transactions is tax evasion.
Disclosure Requirements: No.
Double taxation agreements
The Netherlands has entered into double tax treaties with 126 jurisdictions through:
- 97 DTC: Australia, Azerbaijan, Albania, Argentina, Armenia, Aruba, Bangladesh, Barbados, Bahrain, Belarus, Belgium, Bulgaria, Bosnia and Herzegovina, Brazil, UK, Hungary, Venezuela, Vietnam, Ghana, Germany, Hong Kong, Greece, Georgia , Denmark, Egypt, Zambia, Zimbabwe, Israel, India, Indonesia, Jordan, Ireland, Iceland, Spain, Italy, Kazakhstan, Canada, Qatar, China, Korea, Kosovo, Kuwait, Kyrgyzstan, Curacao, Latvia, Lithuania, Luxembourg, Malawi , Malaysia, Malta, Morocco, Mexico, Moldova, Mongolia, Nigeria, New Zealand, Norway, UAE, Oman, Pakistan, Panama, Poland, Portugal, Russia, Romania, Saudi Arabia, Serbia, Singapore, Sint Maarten, Slovakia, Slovenia, Suriname, USA, Tajikistan, Thailand, Taiwan, Tunisia, Turkey, Uganda, Uzbekistan, Ukraine, Uruguay, Philippines, Finland, France, Croatia, Montenegro, Czech Republic, Switzerland, Sweden , Sri Lanka, Estonia, Ethiopia, South Africa, Japan;
- 29 TIEA: Anguilla, Andorra, Antigua and Barbuda, Bahamas, Belize, Bermuda, British Virgin Islands, Guernsey, Gibraltar, Grenada, Jersey, Dominica, Cayman Islands, Costa Rica, Cook Islands, Liberia, Liechtenstein, Marshall Islands, Monaco, Montserrat, Isle of Man, Samoa, St. Vincent and the Grenadines, St. Kitts and Nevis, St. Lucia, San Marino, Seychelles, Turk and Caicos Islands.
Currency control
There are no exchange controls in the Netherlands.
REPORTING
Financial statements
All Dutch companies are required to prepare annual financial statements and submit them to the Chamber of Commerce. The reporting must be prepared within 5 months after the end of the financial year, approved by the general meeting within 2 months after its preparation and submitted within 8 days after its approval. In any case, annual financial statements must be filed no later than 13 months from the end of the financial year. The General Meeting of Shareholders may extend the period for preparing annual reports by a maximum of 6 months.
Reporting should include the following:
- directors' report;
- financial statements (balance sheet, profit and loss account, notes);
- other information.
Requirements for the content of reporting depend on the category of the company. There are three categories in total: small, medium and large:
For example, small companies are not required to prepare or file a directors' report. Companies that meet at least two of the above three conditions for two consecutive years are considered small. These figures are determined on a consolidated basis. This means that the assets, turnover and employees of a company in which the Dutch company directly or indirectly has a controlling majority are taken into account. This rule, however, does not apply to cases where a Dutch company is exempt from the requirements for preparing consolidated financial statements due to the fact that the company is an intermediate (holding) company.
When registering a new company, the 2-year requirement does not apply. Accordingly, whether a company is small or not is established on the basis of the financial statements for the first financial year. Its results are applied to the first two financial years.
In addition, a Dutch group company may, in certain cases, be exempt from filing financial statements in the Netherlands. Such release requires, inter alia, that the following conditions be met:
- the parent company of the group must make a statement every year that it is liable for all debts of the company;
- The financial information of the Dutch company is included in the consolidated financial statements of the parent company.
Audit
The statements must also be certified by an independent licensed auditor. However, small companies are exempt from the audit requirement.
Annual Return
Since in Russian law There is no analogue of Annual Return, we consider it necessary to clarify this concept. The Annual Return is a summary of the company's current structure, prepared annually. It usually includes:
- installation data (registration date, legal address);
- information about directors and their resignations;
- information about secretaries and their resignations;
- information about the established capital, par value of shares, number of issued shares;
- information about shareholders and transfer of shares.
Tax reporting
Companies in the Netherlands must file a tax return annually within 6 months of the end of the financial year. The declaration is submitted to in electronic format. The return must be accompanied by all information necessary to determine taxable income, including a balance sheet, income statement and other information required by the taxman. If a company fails to meet these obligations or fails to file a properly completed return, the assessor may issue a tax assessment on the property.
Electronic declaration is mandatory for entrepreneurs, income tax, VAT, supplies within the EU, wage tax, customs duties, consumption tax and transportation of excisable goods.
The tax year is usually the same as the calendar year, although deviations may occur if specified in memorandum of association companies. The tax year usually lasts 12 months, but the first year (the year the company was founded) may be longer or shorter.
An administrative fine is imposed for late filing or non-filing of a declaration, as well as for late payment or non-payment. Criminal penalties are possible if the Dutch authorities can prove fraud or gross negligence.
NEW LEGISLATION ON FINANCIAL COMPANIES
Amendments to the International Tax Assistance Act (2014)
On January 1, 2014, Amendments to the International Assistance Levy Tax Act came into force in the Netherlands, allowing the country's tax authorities to automatically disclose to tax treaty partner countries information about companies benefiting from tax treaty benefits. taxation, but without sufficient actual presence (substance) in the Netherlands. This new legislation is aimed at Dutch companies performing a financial function in a group of companies, i.e. against companies that meet the following three criteria simultaneously:
- at least 70% of the Dutch company's activities during the year consist of financing operations for group companies, payment of license fees (royalties) or leasing operations;
- the Dutch company and its financial counterparties are part of the same group;
- The Dutch company does not meet the new minimum requirements for actual presence in the Netherlands, namely the following:
- at least half of the board of directors are residents of the Netherlands;
- resident Dutch directors have the necessary professional skills to properly perform their duties as required by law;
- the company has qualified personnel to carry out and administer its operations (for this purpose it is sufficient to attract external specialists);
- management decisions are made in the Netherlands;
- the company's main bank account is located in the Netherlands (this condition is also met if the bank is not Dutch, but the account is managed by Dutch management);
- the accounting books are kept in the Netherlands;
- the legal address of the company is in the Netherlands and, according to the company, it is not considered a tax resident of any other country;
- the company has sufficient equity capital to carry out activities and cover risks;
- the company bears real commercial risks in connection with its financial, licensing or leasing activities.
These requirements only apply to companies that are group finance companies and benefit from Dutch double tax treaties. Other companies are exempt from this requirement.
Foreign entrepreneurs and international companies are starting new activities in the Netherlands, often created the Dutch company BV. To include limited liability companies (LLC), in Dutch "Besloten Vennootschap" ( BV)
Netherlands The BV company is similar to the English company or German company UG. The Netherlands BV is also the most common type of company structure for .
Main features Dutch BV:
- Minimum share capital€ 1
- The shareholder is only liable for the amount paid as share capital
- Issue or transfer of shares permission required from shareholders(s)
- shareholders are registered in the Dutch company register
- A foreign company, a local company or an individual can be a shareholder or director of a Dutch BV
Amendments to Dutch company law have made it easier to incorporate a Netherlands BV, which has significantly reduced the cost of forming a company in Holland.
Requirements for creating a Dutch BV
To create a Dutch BV, Dutch Dutch Limited may have founding members who are (foreign) companies or individuals. Dutch company law allows the newly created Netherlands BV, which will be formed with one or more directors, who may be shareholders (shareholders). The main advantage of a Dutch BV company, in contrast to a Dutch NV company, is the minimum share capital of €1. Most entrepreneurs choose a share capital of €100 from €1. (Shares 100 €0.01 or €1)
The company's first financial year could be an extended year, for example: If you start a business on 10-10-2018, your first financial year could be from 10-10-2018 to 31-12-2019.
The main requirement to form a Dutch BV or Dutch limited company is to have a local business address in the Netherlands.
Main stages of registering a Dutch BV
The public notary will prepare a draft of the articles of association. Official documents in Dutch must contain information about management, shareholders, business activity companies, authorized capital and registered address.
After drawing up the charter and document on formation, the registration procedure will begin. Main stages:
- Checking company name availability and reserving a name
- Gathering due diligence documentation to send to incorporated agent
- Providing notarized documents and registration documents
- Registration in the commercial register of the Netherlands
- Registration with tax authorities
- Open a bank account and deposit company capital
- Start of business operations
Opening a bank account for a Dutch BV
For a Dutch BV it is necessary to have a corporate bank account. A bank account can be created after company formation. Once the bank is incorporated, the company's capital can be transferred. A bank account is necessary for carrying out daily business activities and for contributing to the authorized capital. To obtain a Dutch bank account, it is recommended to create a Netherlands BV company. In many cases, a company bank account can be opened remotely.
VAT registration
For most businesses, VAT registration is highly recommended. With an active VAT Number, the Company does not have to charge VAT on transactions between European Member States.
Just like VAT paid on the cost of a business (rent, purchase of stocks and supplies) can be refunded by the company.
Permits for doing business in the Netherlands
Some of the company's activities require permits or licenses granted by the government or regulatory authority. In most cases, licenses can be easily arranged, with the most complex licenses being in the financial services or payments industry.
- Financial licenses for payment processing companies, investment companies or financial services
- Employment agencies must have a license to organize a branch
- Crypto platforms may not require licensing, depending on the exact business activity
- Import and export companies will require EORI Registration, this can be completed within 1-2 weeks
- Local bars and hotels require a license from the local municipality to operate a business
- Certain types of shops are regulated, such as convenience stores
- Food and cosmetics manufacturing facilities may be licensed to comply with health and consumer protection codes
- Transport companies
Netherlands "Flex BV"
Due to its popularity in other countries with limited companies, the Dutch government in 2012 decided to simplify the rules on the Dutch BV. Current BV companies are legally known as "Flex BV", for flexible.
Flex BV has the same status and features as an old regular BV company, however it is easier to form a Flex BV. For example, the required capital for a Flex BV is currently €1. Before the rules were reformed, the required capital was €18,000.
Advantages of the Netherlands BV company
Netherlands BV is a very flexible and competitive company. It has many benefits and can be used for different purposes. The most popular are:
What are the differences between Dutch BV and NV companies?
- NV company has no restrictions on shares, BV shares can only be transferred by notarial deed
- The share capital for NV has a minimum requirement of € 45.000, for BV it is only € 1
- NV can be listed on a public stock exchange, BV is for private shareholders only.
- An NV must have a board of directors and stricter requirements, a BV only needs a director and a shareholder.
- NV is usually formed only by public companies.
Dutch taxation BV
The Netherlands has 100 tax treaties, more than any other country in the world. BV is considered a legal citizen in the Netherlands, however a local business address is required.
Companies registered for taxation must pay corporation tax on profits, corporation tax rates vary from 20% up to profits of 200,000 and 25% for the above amounts. The Netherlands plans to lower corporate tax rates in the coming years to attract more foreign companies.
VAT rates are 9% for the lower rate and 21% for the upper VAT rate. Prices depend on the types of activities on which VAT is charged. (VAT 9% for lower VAT rate valid from 01/01/2019)
Companies based in the Netherlands must pay taxes on their worldwide income, while non-resident companies only have to pay taxes on certain income.
Legal obligations to form a Dutch limited liability company
The publication of annual reports of a Dutch LLC is limited by several requirements. For example: notary registration document, share capital and information about directors and members of the board of directors.
The registration document contains information about internal processes and decision making. Such as duties of directors, rights and obligations of shareholders. Shareholders can vote on the appointment of the company's director(s). Larger corporations may have board members.
The majority shareholder(s) and directors register to join the company with the Chamber of Commerce and Industry.
Assistance to entrepreneurs in compliance
Intercompany Solutions specializes in helping and creating Holland BV companies for foreign entrepreneurs.
Possible services: Appointment of a corporate secretary who manages activities such as acquiring a local bank account, applying for an EORI number or maintaining company records.
The director(s) and/or board of the company are responsible for meeting tax obligations and maintaining proper records. A Netherlands BV company must file tax returns quarterly or monthly.
Annual reporting requirements for Dutch BVs
A Dutch BV is required to prepare annual financial statements for shareholders. Annual accounts must be prepared in accordance with the rules laid down in the civil code of Dutch company law.
Every year a company must publish a limited balance sheet, this is usually done through your account. Strict audit requirements are necessary for companies that have a turnover of 8,800,000 EUR per year, a balance sheet of more than 4,400,000 EUR or more than 50 employees.
Publication of the annual report must be made in the Dutch company register. This publication must be made within 13 months of the end of the year. The director(s) may be held liable for late publication.
Every year shareholders must conduct general meeting. The purpose of the meeting is to discuss the annual report and review management's performance. A meeting between private companies is usually an informal affair because the shareholders know each other well and do not see the need to keep formal notice of the meeting.
About Intercompany Solutions
Operating since 2013, our company has helped hundreds of clients from 30+ countries set up their business in the Netherlands. Our clients range from small business owners opening their first company to multinational corporations opening a subsidiary in the Netherlands.
Our experience working with international entrepreneurs has allowed us to fine-tune our processes to ensure the successful creation of your company. Customer satisfaction is guaranteed for all services we offer.
Our experience:
- Starting a Dutch business, the complete package;
- Promotion of local regulations;
- Application for issue of EORI or VAT number;
- Accounting;
- Opening a bank account for a foreign person;
- Secretarial support: premium package.
Associations and memberships
We constantly improve our quality standards by providing impeccable services.
Media 
Questions regarding BV registration
- Can I enable BV remotely?
Yes. Foreign entrepreneurs can incorporate a Dutch limited liability company without visiting the Netherlands, this can be done by providing a power of attorney to our employees. In this case, a slightly different procedure is performed. Setting up a Dutch BV company is one of the many advantages of the Netherlands - Can anyone set up a Dutch company no matter where they are located?
Yes. The Netherlands is a country open to foreign investors. Any person of any nationality can become a shareholder of a Dutch limited company and create a Dutch BV. - Is it possible to open a Dutch bank account?
Of course, our company will guide you through opening a Dutch bank account. In many cases, a bank account can even be opened remotely! - What is the cost of setting up a bv in the Netherlands?
Depending on your requirements, registration from € 1.000 is possible. If you want to open a bank account or want help with VAT application and accounting services. - Do I need to speak this language?
No, our registration agents will definitely carry out all procedures in English, Italian or Spanish. Dutch officials will be able to communicate in English, and often in German and French. - Can I apply to live in the Netherlands?
The first step in applying for residence as a non-EU entrepreneur is to set up a company in the Netherlands, after which an application can be made with the Dutch immigration authorities. Our consultants will be happy to introduce you to our immigration partners. - Are you helping run the current company?
0 0 Melvin van Esch https://intercompanysolutions.com/wp-content/uploads/2017/11/Logo-ICS-300x102.jpgMelvin van Esch 2017-05-19 02:27:10 2019-03-14 16:49:38 Set up a Dutch BV company | Registration services in the Netherlands
Netherlands . Company registration. Dutchcompanies and holdings international tax planning
Registering a company in the Netherlands has become significantly easier since 2019. Geographically, the Kingdom of the Netherlands is located in Western Europe between Belgium and Germany. The state was formed in 1815. In 1830 after liberation from Belgium, a new state was established. The form of government is constitutional monarchy. The population is about 16,500,000 people. The official languages are Dutch and Frisian, but English language also widely used. The capital of Holland is Amsterdam, but the seat of government is in The Hague. The Netherlands was among the first countries to join NATO and a founding member of the EEC, the current European Community. The official currency is the Euro.
|
Types of registered companies |
When deciding to create your own holding, also pay attention to Danish holding companies - all other things being equal, they have more benefits before holdings in the Netherlands, and also carefully read the general overview of holding companies and clearly determine what goals you set for the holding. Most of the tax benefits provided for by legislation and treaties on the avoidance of double taxation are of a very conditional nature and are poorly applicable in practice. Some types of transactions may fall under the definition of “money laundering” from the point of view of our legislation and attract close attention from regulatory authorities. |
There are several types of legal entities (rechtsvormen) that entrepreneurs can create in the Netherlands. They can be divided into two groups: Incorporated (mandatory legal form) and unincorporated (legal form is optional).
Our company formation agents in the Netherlands can help you choose correct type companies for your business.
United business structures (Rechtvorm met rechtspersoonlijkheid)
The incorporated entities must have a legal form (that is, a corporate personality or legal entity) represented by a document prepared by a notary. This form protects the owner from potential debts incurred by the company.
In the Netherlands there are five types of incorporated structures:
Dutch private limited liability company (BV)
Private limited companies are the most common form of company in the Netherlands. It is similar to a German GmBH, an American LLC or an English company. Limited companies are companies in which the capital is divided into shares.
The private company Dutch BV is commonly used by entrepreneurs investing in the Netherlands. The Dutch company's share is renewed, so the Dutch BV no longer requires a minimum deposit. One shareholder is the minimum requirement for a Dutch BV and liability is limited to the deposited capital. Shares in a Dutch BV can be transferred by notary.
Dutch state-owned company (NV)
A Dutch public company or NV is the most popular legal form for companies to be listed on a public stock exchange. The capital requirement for NV is 45,000 euros.
Public companies are businesses in which a portion of the shares or shares are available on the Dutch stock exchange to members of the general population. They can invest capital to collect shares in the business. Characteristic feature The NV company is that the shares are freely tradable compared to the Dutch BV, where the shares are privatized and linked to a notarial deed.
The current largest publicly traded Dutch company name belongs to the giant oil industry, Royal Dutch Shell.
Dutch private foundations
A Dutch foundation is a legal private entity with the sole intention of benefiting a specific cause, whether for personal gain, social causes or charity. The registration process is quite simple and ideal for charities, small family businesses and estate planning.
Dutch Stichting can be used to minimize taxes.
STAK Foundation
A Stak fund is typically used to separate business ownership and control of a company through share certification. Certificates can be provided to the heir, and the board of the foundation is responsible for managing the enterprise. This leads to unique tax planning opportunities.
Charitable foundations
Dutch: ideology
Dutch law distinguishes between two funds with specific purposes - ANBI and SBBI. ANBI is usually used for charities general purpose and may be granted by tax authorities to charitable trusts (this may result in significant tax advantages for ANBI and donors). The SBB is the basis for uniting members for a specific purpose, such as an orchestra.
Dutch associations and cooperatives
The Dutch sole proprietorship is the business form chosen by most independent workers. Tax documents for a single-member company are the same application as for individuals. The business tax number is the owner's social security number. If the company has any debts, the owner is personally liable, so many entrepreneurs choose to create a limited liability company to reduce business risk.
Dutch partnerships
Partnerships have two shareholders or a group of investors who have equal responsibility and liability for the actions or consequences taken by the business. In the Netherlands there are two categories of such partnerships, both private and public.
The partners of a general partnership may be jointly liable for all of the partnership's obligations, whereas under normal circumstances the company's liabilities and debts may be subject to separate accountability. Limited partnerships in the Netherlands consist of a general partner and a silent partner.
General partnership
Private partnerships are when two or more individuals have the same number of shares in the corporation and are therefore equally liable for the actions, debts and litigation accrued by the company.
Professional partnership
Dutch:
A professional partnership involves two or more partners, each of whom is responsible for their own requirements. Professional partnerships are suitable for dentists, lawyers, accountants and other self-employed professions.
Limited partnership (CV)
Dutch: Commanditaire vennootschap
A Dutch resume consists of 2 or more partners. One of the partners assumes the role of general partner who will manage the company. The general partner's liability is not limited. The other partner(s) are called the "silent partner". The silent partner is limited only by his capital contribution. A silent partner cannot participate in the management of the company.
Are you interested in setting up a business in the Netherlands? Our incorporation agents can guide you through the entire process!
Melvin van Esch https://intercompanysolutions.com/wp-content/uploads/2017/11/Logo-ICS-300x102.jpg Melvin van Esch 2017-05-02 22:40:11 2018-10-16 21:59:34 Types of Dutch company
General information about companies in Holland
Difference between Dutch company NV and BV
Below is short review The main differences are between a private limited company (Besloten Vennootschap met beperkte aansprakelijkheid, or BV) and a private limited company (Naamloze Vennootschap, or NV).
As of 1 October 2012, Dutch BV legislation has changed significantly. Until this time, BV and NV were quite similar to each other. Currently the main differences are as follows:
(Minimum) share capital:
- NV: minimum capital EUR 45,000, shares must be issued and paid.
- BV: minimum capital EUR 0.01 and can even be denominated in any other foreign currency. Shares can be issued and paid for at a later stage (for example, when the company requests it).
Bank account statement upon registration:
NV: To register an NV, a bank statement is required confirming that EUR 45,000 was transferred to a bank account in the name of NV.
- BV: no bank statement required.
Contribution to shares in kind upon registration:
NV: Founders must prepare a description of the contribution, indicating the value assigned to it and the valuation methods used. The description refers to the state of the deposit as of a date no earlier than five months before registration. The description must be signed by all founders and will be attached to the registration act. The auditor must provide a statement to the description, which is also attached to the registration certificate.
- BV: founders must prepare a description of the contribution, stating the value attributed to it and the valuation methods applied. The description refers to the deposit condition as of a date not earlier than five months before registration. The description must be signed by all founders. An auditor of the application is not required.
Stock:
NV: may have bearer shares as well as registered shares. Bearer shares can be transferred by physical delivery, while registered shares must be transferred in the form of a notarial deed executed before a Dutch notary. Only shares in an NV company can be listed on the stock exchange.
- BV: can issue registered shares only. Registered shares must be transferred in the form of a notarial deed executed in the presence of a Dutch notary. Shares of BV companies cannot be listed on the stock exchange. Unlike an NV, a BV can have either (i), non-voting shares, although with the right to share in profits, or (ii) shares with voting rights, although without the right to share in profits.
Restrictions on transfer of shares:
NV: The transfer of shares may be restricted by the articles of association, although it may also be provided that the shares are freely transferable.
- BV: the transfer of shares may be limited by the articles of association, although it may also be provided that the shares are freely transferable. (previously the transfer of shares in BV companies had to be restricted).
Profit distribution:
NV: NV profits must be at the disposal of the general meeting. NV may distribute profits only if and to the extent that the shareholders' equity is greater than the sum of the paid-up and callable portions of the issued capital and the reserves required to be maintained by law; dividends can be paid only after the approval of annual reports that show that they are justified.
- BV: the general meeting can appropriate profits and can decide on distribution. The BV may distribute profits only if and to the extent that the shareholders' equity is greater than the reserves that must be maintained by law or the articles of association; distribution can only be made when the board has given its approval. The Board may withhold such approval only if it is known or reasonably foreseeable that following such distribution, BV will be unable to continue making payments on its debts.
Finally, keep in mind that an NV company can be converted quite easily into a BV company and vice versa. This requires amendments to the charter in the form of a notarial deed executed in the presence of a Dutch notary.
Advantages of a Dutch holding company
The main advantages of a Dutch holding company:
- Full exemption from taxes on dividends and capital gains on shares for subsidiaries;
- Favorable tax regime compared to regimes in other EU countries;
- Minimum tax burden on profit repatriation;
- Tax deduction for confirmed expenses and losses;
- Benefits under tax treaties, in particular, reduction of taxes on dividends (in many cases to zero) based on tax treaties concluded in the Netherlands with more than 80 countries around the world;
- EU tax benefits, in particular 0% tax rate on dividends, interest and royalties received from subsidiaries located in other EU member states;
- Possibility of obtaining taxation on a preliminary basis;
- There are no restrictions on the exchange of foreign currencies;
- Recognized, albeit flexible, corporate law;
- Possibility of applying for a tax refund in foreign currency;
- Excellent infrastructure and easy access to financial markets;
- Relatively low registration costs and annual operating costs.
Requirements
Audit
If a company qualifies as "medium" or "large", the company is required to produce consolidated financial statements audited by an external accountant.
A company falls into one of the categories below in the table if it meets at least 2 of the 3 criteria, also taking into account the consolidated figures for the branches for the last 2 years (or from the very beginning)
Small Medium Large
Assets< 4,4 млн 4,4 - 17,5 млн >17.5 million
Net turnover< 8,8 млн 8,8 - 35 млн >35 million
Employees< 50 млн 50 – 250 млн >250 million
For more detailed information please contact our office in the Netherlands: +31207147478
If you are interested in opening a company in the Netherlands, fill out
