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Dutch Company Registration

Updated:2018-4-4 14:39:03    Source:www.tannet-group.comViews:219

Dutch company registration is also called Dutch business setup, Dutch corporate formation, or Dutch company incorporation. The Dutch B.V., namely a limited liability company, is the most frequently used legal entity in the Netherlands for conducting business activities. Dutch company law has changed effective as per 1 October 2012. As a result thereof the procedure to incorporate a BV has been strongly simplified and the cost of incorporation have significantly reduced.

Why incorporate a company in Netherlands
Netherlands is famous for the colourful capital of Amsterdam and the port of Rotterdam - the biggest in Europe and worldwide. Also, the country is very popular for its favourable business environment. It is an attractive destination for starting a business or a branch for the following reasons:

1. The rate of the taxes for corporate income in the country is among the lowest in Europe;
2. It is a lot easier for international residents to incorporate a Dutch BV or start another business, compared to most other states;
3. The infrastructure in the country is among the best worldwide;
4. Business entrepreneurs are always welcome in the Netherlands. The culture is open to international influences;
5. Among the top countries worldwide for starting a business;
6. Stable politics and legislation as well as good international relations.

Requirements on incorporating a Dutch BV
The Dutch BV may have one or more founders who can be individuals or companies. The new Company Law in the Netherlands allows the limited liability company to have one shareholder who can also act as manager. One of the advantages of incorporating a Dutch BV is that it requires no minimum share capital. The Company Act only required the founder to issue one share with a voting right. The only requirement for the BV is to have a registered address in the Netherlands.

Before the Dutch BV is registered, a deed of incorporation and the articles of association must be drafted before a public notary. These documents will be in Dutch and will contain information about the shareholders, the management board, the registered address and the authorized share capital. The articles of association must also contain a brief description of the Dutch BV’s business activities.

Documents required to set up a business in Netherlands
1. In case the director(s) and shareholder(s) are physical entities:
(1) Passport copy;
(2) Evidence of residential address, no more than two months old: for example, a bill for gas or electricity;
(3) Certificate of marital status stating whether the individual is married or not.

2. In case the director(s) and shareholder(s) are legal entities:
Extract (original) from the commercial register of the country of formation. If this document does not mention the identity of the director, an official notary in the country that states the identity and the legal capacity of the business’s director(s) is needed.

3. In case the director/a director is a legal entity:
(1) An original extract for this business from the commercial register of the country of formation.
(2) Declaration of Ultimate Beneficial Ownership (UBO);
(3) Incorporation deed (copy).

Major steps to incorporate a Dutch BV
Once the deed of incorporation and the articles of association have been drafted, one can start the registration procedure of the Dutch BV. The steps one must take are:

- reserve a company name;
- submit the deed of incorporation and the articles of association;
- obtain a registration number with the Commercial Register in the Netherlands;
- register with the tax authorities;
- register with the social security authorities.

Contact Us
If you have further inquires, please do not hesitate to contact Tannet at anytime, anywhere by simply visiting Tannet’s website, or calling Hong Kong hotline at 852-27826888 or China hotline at 86-755-82143422, or emailing to You are also welcome to visit our office situated in 16/F, Taiyangdao Bldg 2020, Dongmen Rd South, Luohu, Shenzhen, China.

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