:
registration of legal entity

Cost of registration The cost of the second year Number of Directors Corporate tax rates Payment of Charter Capital Financial statements
3030.00 EUR 830.00 EUR 1 20.00% 45000.00 Yes

The Netherlands is the country situated in the northwest of Europe, washed by the North Sea and occupying the area of 41,5 thousand km2. Among the official estates of the Netherlands, there are Aruba island (Caribbean sea) and the Netherlands Antilles.

The central part of the Netherlands is crossed the Rhine waterway.

Taking into account the fact that the Netherlands is a constitutional monarchy, the country is governed by the monarch. But his power is nominal and basic functions are representative. Political and legislative decisions are taken by the Parliament and the Government of the Netherlands.
According to its administrative arrangement, the State divided into provinces, and there are 12 of them. As it is well-known, Amsterdam is the capital of the Netherlands, but the place of concentration of the main state authorities and representative offices is the Hague.

About 16 million people reside in the Netherlands. More than 80% of the population is Dutch people. The proportion of other representatives from Europe is 5%.

The Netherlands has two official languages: Dutch and Frisian. The last one is used only by residents of the Friesland province.

Christianity is the predominant religion in the Netherlands.

The official currency in the Netherlands is euro.
Guests of the Netherlands note general feeling of coziness and friendliness of local residents as fundamental features of the image of this beautiful state
The Netherlands is nowadays extremely attractive country concerning investments. Many entrepreneurs tend to register company in the Netherlands.

Company formation in the Netherlands. Main advantages

Since October 2012 it has become particularly cost-effective to register or buy company in the Netherlands. The reason in favour of this fact was changes in tax policy, as well as measures concerning simplification of registration procedure.

Let’s outline the main advantages that the formation of company in the Netherlands will bring to you.

  • Attractive tax policy. For example, there is no tax on income of holding company, income from royalties and payment of dividends. Passing through special procedure is provided to obtain the right to work under such conditions.
  • Advantageous location in Europe. Business in the Netherlands has the access to European markets. And this means additional opportunities for extension of quantities of imports and exports.
  • International prestige of the Netherlands that predeterminedly guarantees your enterprise in the Netherlands stable confidence from potential partners and consumers. It is significant that the famous world brands register their subsidiaries in the Netherlands.
  • Constant introduction of innovation in the economy. The improvement of the Dutch economy, including technological, allows to enhance effectiveness of doing business in the office of the Netherlands.
  • Cost-efficient cooperation with banks. The banks offer special conditions of cooperation to the owners of the company. For the Dutch banking system the assignment of bank network for a certain field of activity (for example, activity in agriculture) is recognized as characteristic.
  • Reliability of the legal system. The owner of the company in the Netherlands is safely secured in legal terms. The management of the enterprise and its operation are precisely prescribed by the laws. That’s why "ambiguous" interpretation of the documents is not possible.
  • Convenience of making deals with foreign investors.
  • Possibility of avoidance of double taxation.
  • Availability of IP-Box service. Thus, the producer of intellectual property products, which are produced in Holland, obtains the ability to use the preferential tax treatment.
  • Considerably low amount of the charter capital. This advantage became available as a result of simplifications in the requirements for registration of company in the Netherlands.

Forms of doing business. Business in the Netherlands

These types of companies in the Netherlands are the most interesting for the entrepreneur:

Private company with limited liability, BV;

Public company with limited liability, NV.

Company in the Netherlands: peculiarities of registration and conducting activities.

  • Company name cannot be identical or similar to the already existing one. It should not mislead in terms of scope of activities, and can not demonstrate affiliation with the royal family or public authorities of the Netherlands. The abbreviations BV, NV or their full forms should be included in the name.
  • Minimum capital required for BV is € 0,01. At the moment of registration it is necessary to pay at least one share. In the future, increase of the charter capital is provided.
  • Minimum capital for NV is from € 225 000, € 45 000 (20%) shall be paid when registering.
  • Issue of shares. The BV and NV companies have the right to issue only registered shares. It is possible to issue:

- priority shares which are entitled with certain rights (they are stipulated by the Charter);

- preferred shares (which give the shareholder the right to obtain fixed dividends). The act of transfer of shares should be notarized. There is a register of shareholders, and the directors are responsible for maintaining it. The register shall contain data concerning names, addresses of shareholders, number of shares, paid amounts, and information about transfer, pledge and use of shares.

  • There should be at least one director and shareholder. Their citizenship and residence do not matter. The single shareholder can act as the director.
  • Personal presence of the founder during the procedure of signing the documents is not required. It is sufficient to have a representative to whom the power of attorney is issued. It is also possible to act using service of a nominee shareholder.
  • Information about directors and shareholders of the company is contained in the deed of foundation of the company in the Netherlands and such data is available for third parties.
  • The company, which has more than one shareholder, is managed by the Board of Directors.
  • The existence of nominee shareholders and directors is allowed.
  • All the changes in the structure of shareholders should be notarized.
  • Nominee directors give power of attorney only to specific deals.
  • The Secretary is not required.
  • The legal address shall be in the Netherlands.
  • Reconstruction of the NV company in BV company is permitted, and vice versa. It is necessary to make amendments to the Charter in the form of notarial act, which should be certified by the Dutch notary.

Taxes in the Netherlands

The following principles of taxation in the Netherlands, types and rates of taxes are listed above.

The company in the Netherlands pays income tax at the rate of:

- 20% (when the income is up to € 200 000),

- 25% (if the income exceeds the amount of € 200 000).

Tax on dividends is paid at the rate of 15%, and it doesn't matter who obtains them, and either resident or non-resident can be the person who obtain dividends. Conclusion of agreement on avoidance of double taxation will further reduce the rate. This tax can be offset at source by the resident shareholder against personal and corporate tax liabilities. Withholding tax for non-resident shareholders is definitive.

Tax on capital gains is 0%.

Stamp duty is 0%.

Tax on interests from dividends and royalties equals to 0%.

VAT is 21% (general rate), 6% and 0% (preferential rate)

Bookkeeping in the Netherlands

Submission of financial statements is mandatory requirement. All financial reports are stored in the Dutch office of the company.

In general, companies in the Netherlands shall maintain:

- Balance sheet, profit and loss statement with notes;

- Report regarding cash flows;

- Directors' Report (except for cases when there is legitimate acquittance);

- Incident reports that could have an effect or impact on the financial condition of the company.

It is now simple and easy to register or buy company in the Netherlands. Registration of companies (including offshore companies) is one of the main direction of activities of our company. Company registration in the Netherlands will be quick and efficient if you decide to use our services!

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Nominee director and shareholder
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General information
Square41 543.00
Population16 778 800.00
CapitalAmsterdam
Unemployment7.00
State polityConstitutional monarchy
Telephone code31
Place in the world in corruption9
locationWestern Europe
ClimateTemperate; marine; cool summers and mild winters; avg. maximum temperature (July) +17°; avg. minimum temperature (January) +1°
Literacy rate99.00%
Ethnic groupsDutch 80,7%, EU 5%, Indonesian 2,4%, Turkish 2,2%, Surinamese 2%, Moroccan 2%, Netherlands Antilles & Aruba 0,8%, other 4,8% (2008 est.)
National currencyEURO (EUR)
USD exchange rate0.77
GDP per capita21
Official languageDutch
Credit ratingAAA
The judiciarySupreme Court (judges are appointed by the monarch), Courts of Appeal, District Courts
Executive authorityHead of government: Prime Minister, the Deputy Prime Minister. Government: Council of Ministers appointed by the monarch
Legislative authoritiesbicameral parliament - the States General of the Netherlands: Senate (First Chamber, 75 seats), the House of Representatives (Second Chamber, 150 seats)
Corporate information
Opportunity to purchase ready-made companiesNo
Legal systemCivil Law
The use of the Cyrillic alphabet in the nameNo
Local registered officeYes
Organizational and Legal FormsPrivate limited liability company (Besloten Vennootschap, B.V.), Public limited liability company (Naamloze Vennootschap, N.V.), Cooperative (Coöperatief), Limited partnership (Commanditaire Vennootschap, C.V.) and Sole proprietorship
Terms of registration2-6 weeks
Indication of BPA in the nameNaamloze Vennootschap (NV)
Prohibited expressions in the nameThe name must not be confusing or misleading, which means one cannot choose a name that is identical or similar to an existing company’s name
Local registered agentYes
The information required to be kept at the registered officea shareholders’ register, minutes and resolutions, share transfer documents, administrative and book-keeping records
Shares and share capital
Standard currencyEURO
Information about the beneficiary is disclosed225 000
The minimum amount of paid-in capital, nat. currency45 000
Bearer sharesYes
The usual size of the authorized capital225 000
Possibility to issue shares without par valueYes
Taxation
VATYes
Basic corporate tax rate20.00%
Capital gains taxYes
Withholding tax15%
Currency controlNo
The tax on personal incomeRate Box 1: 33,10 - 52%. Rate Box 2: 25%. Rate Box 3: 30%
Corporate tax rates detailsProfit of up to EUR 200 000 - 20%; the excess - 25%
Government dutyNo
Stamp dutyNo
Other taxesReal Property Tax: municipalities impose an annual tax at varying rates on owners of real property. Social security contributions on employment income are payable by employees. Transfer Tax - 6%
Director and Secretary
Minimum number of directors1
The requirement for residency directorsNo
Director of legal entities are allowedYes
The data reveals to the local agentYes
Data field to the public registryNo
Meeting / regularity / placeall board meetings of the company should take place in the Netherlands
The requirement for the presence of the SecretaryNo
Requirement to the residense of the SecretaryNo
Requirements to qualification of the SecretaryNo
Legal entity as the SecretaryNo
Shareholder and beneficiary
Minimum number of shareholders1
Data is entered in the public registerYes
Shareholders residency requirementNo
Information about the beneficiary is disclosedNo
Information may be disclosed to the local agentYes
Shareholders-legal entities are acceptableYes
Meeting / regularity / placeGeneral meetings are to be held annually in the Netherlands at a place provided by the bylaws or, otherwise, in the municipality where the company is domiciled
Reporting
The requirement for filing reportsYes
Open access to reportsNo
Statutory auditNo
The requirement for filing Annual ReturnNo
Open access to the Annual ReturnNo
The requirement for reportsYes
Treaty on avoidance of double taxation (States which signed)90
Membership in the OECDYes
Is it offshore according to Russian legislationNo
Trademark Registration
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