Dutch company formation

In the Netherlands, you can register two types of companies: a joint-stock company – Naamloze Vennootschap (NV) and Limited Liability Company – Besloten Vennootschap (BV). In both cases at least one natural or legal person of any residency is needed for the company incorporation.

In the Netherlands the register of Directors is publicly available to third parties.

Features of Dutch “BV” companies

These companies are most commonly incorporated. The minimum number of “BV” owners is one. Minimum share capital of a company is 18 000 euro and there is no requirement for paid-in capital.

If a company has one shareholder, he/she may also be the sole director. If a company has more than one shareholder, the Board of Directors shall be formed. Appointment of a secretary is not required.

Company “BV” can issue only registered shares. The Articles of Association may restrict the transfer of shares.

Features of Dutch «NV» companies

The minimum number of owners is two. At least one natural or legal person of any residency forms the Board of Directors, which carries all responsibility for a company’s actions.

The minimum share capital for registration of such company is 45 000 euro.

Companies “NV” can issue bearer shares.

Taxation of Dutch companies

The 2013 Dutch corporate tax rate is applied at 20% for the taxable amount up to and including 200 000 euro. For the income over 200 000 euro a tax rate of 25% shall be applied.

Capital gains and dividends derived from a qualifying subsidiary are fully exempt from the corporate tax in the Netherlands (“participation exemption”). A subsidiary qualifies for the Dutch participation exemption when:
• the subsidiary is an active company;
• the Dutch parent company holds an interest of at least 5% in such company.

The Dutch domestic withholding tax rate for dividend distributions, including interest on certain categories of profit participating loans, is 15%. No dividend withholding tax is due on qualifying domestic dividends, i.e. dividends distributed by a Dutch corporation to a Dutch corporate shareholder if it is entitled to the participation exemption for this dividend income.

The Netherlands does not have a withholding tax on interest and royalty payments. However, interest payments to a foreign corporate or individual shareholder may become subject to the Dutch income tax (and sometimes Dutch dividend withholding tax), but in many cases Dutch tax treaties prevent (or limit) the Netherlands to exercise this right on taxation.

Since October 2012 standard VAT rate in the Netherlands is 21%. Reduced VAT rates of 6% is applied to foodstuffs, books, pharmaceuticals, medical, passenger transport, admission to cultural and amusement events, hotels and accommodation.

In the Netherlands it is possible to obtain a so-called Tax Ruling (particular taxation arrangements) up to 4% -5%. Usually it lasts for 3-4 years and later it can be extended.

Accounting and audit

Audit is mandatory only for those companies, for which two of the following three indicators are exceeded:
1) a turnover is more than 12 million euro;
2) the assets are more than 6 million euro;
3) the number of workers is over 50.

The Company is required to maintain the current accounting documents. Company’s fiscal year coincides with the calendar year, unless otherwise specified in the Articles of Association. Financial report for the previous financial year should be submitted to the Registrar not later than 13 months after its completion.

Nominee service

It is allowed to appoint nominee directors and shareholders.

Opening a bank account for a Dutch company

For companies in the Netherlands it is possible to open a bank account in the local bank as well as in the any other our partner banks.
It is important to keep in mind that every bank account opening procedure is individual and depends on the accuracy and timeliness of information and documents provided by the client.