Netherlands

The Netherlands is a founding member of the European Union, the OECD and the World Trade Organisation. Total land area of Netherlands is 41,528 km2, including non-tidal water bodies. Together with three island territories in the Caribbean (Bonaire, Sint Eustatius and Saba), it forms a constituent country of the Kingdom of the Netherlands.

Population:

Amsterdam, the capital of Netherlands, is by far the most populous city of the whole country. Its population alone is around 7 million compared to the 17 million of the country’s total population.

Language:

The Netherlands is world leading in it's international business climate with the local population of which 95% is well versed with English language.

Political Structure

The official name is Kingdom of the Netherlands and the form of state is Constitutional monarchy. National legislature is Bicameral Staten Generaal (parliament); First Chamber (Eerste Kamer, Senate) of 75 members elected by provincial states (regional parliamentary assemblies); Second Chamber of 150 members, directly elected for a four-year term. The First Chamber can only approve or reject bills and may not initiate or amend them.Council of Ministers headed by the prime minister, responsible to the Staten Generaal. A centrist “grand coalition” government of the centre-right People’s Party for Freedom and Democracy (Liberals, VVD) and centre-left Labour Party (PvdA) was sworn in on November 5th 2012.

The Netherlands, the sixth-largest economy in the European Union, plays an important role as a European transportation hub, with a consistently high trade surplus, stable industrial relations, and low unemployment.

Currency:

Euro (€)

Exchange Control:

There are no foreign exchange controls in the Netherlands

Financial services industry:

The financial and business services sector is one of the largest economic sectors in the Netherlands, and the Amsterdam Metropolitan Area lies at its heart. It generates an estimated 20% of the region’s GDP and 15% of its jobs. In addition to the major Dutch financial institutions such as ABN AMRO, ING, Delta Lloyd and Rabobank, the region houses branches of approximately 50 foreign banks such as ICBC, Deutsche Bank, Royal Bank of Scotland, Bank of Tokyo-Mitsubishi UFJ, Citibank and many others, plus over 20 foreign insurance companies. The area is one of the world’s largest market-making centres with firms like IMC, All Options and Optiver. It is also a major asset management centre, home to one of the world’s largest pension funds, the APG.

Read more:

• Opening a bank account in Netherlands
• Accountants Netherlands

The Netherlands private limited company or BV is most commonly chosen by international investors. By virtue of the national Corporate Law it can be incorporated with 1 Euro share capital. The BV is legally considered tax resident.

Dutch Type of Company/Corporation:

One IBC Limited provide Incorporation service in Netherlands with the type Private Company (BV).

Business Restriction:

Shares require to be transferred by execution of a deed before a civil-law notary in the Netherlands. Articles of a BV often contain a share transfer restriction provision (in the form of a “Right of First Refusal” or the requirement of prior consent from the shareholders meeting).

Dutch Company Name Restriction:

After choosing the right type of company for their business, entrepreneurs must register any company at the Netherlands Trade Register. A company name must be provided when the registration begins. Business owners are advised to verify if a certain name is already taken by a Netherlands company or else they risk changing the name if trademark oppositions arise. Trade names can also be registered and used for different subsections of the business.

• Step 1: Select basic Resident/Founder nationality information and other additional services which you want (if any).
• Step 2: Register or login and fill in the company names and director/ shareholder(s) and fill in billing address and special request (if any).
• Step 3: Choose your payment method (We accept payment by Credit/Debit Card, PayPal or Wire Transfer).
• Step 4: You will receive soft copies of necessary documents including: Certificate of Incorporation, Business Registration, Memorandum and Articles of Association, etc. Then, your new company in Cayman Islands is ready to do business. You can bring the documents in company kit to open corporate bank account or we can help you with our long experience of Banking support service.

• Passport of each shareholder/beneficial owner and director;
• Proof of residential address of each director and shareholder (Must be in English or certified translation version);
• The proposed company names;
• The issued share capital and par value of shares.

Read more:

• Netherlands company register

Share Capital:

No minimum capital requirement. Issued capital can be as small as €0.01 (or one cent in any other currency).

Share:

Shares in a B.V. may only be transferred by deed of transfer, executed before a Netherlands Notary - The B.V. must keep a shareholders’ register, which lists the names and addresses of all shareholders, the amount of shares they hold and the amount paid-up on each share.

Director:

A Netherlands BV requires one person to act as the director; there is no nationality or residency restriction. Directors’ names are filed on the public register.

Shareholder:

The Civil Code does not specifically define alternative types of shares; these must be created and defined in the company's articles. However, the typical types of alternative shares are:

• Preference shares: These have certain preference rights over common shares in relation to profit and/or liquidation distributions. The preference right, can for example, be limited to the amount paid onto those shares and an annual (whether or not compounding) interest, making them resemble a financial instrument.
• Priority shares: These have specific rights attached to them (for example, the right to make binding nominations for the appointment of board members).
• Letter shares: These are labelled "Share A" as "Share B" and so on, and have separate share premium and/or dividend rights attached to them.

Read more: How to open a company in Panama?

Taxation:

The Netherlands has a liberal tax regime including an extensive network of double-taxation treaties. There are many other aspects of Netherlands tax law, but as always, you will need specialist advice. The marginal rate is 20 for the first 200.000 Euro and 25% for the exceed 200.000 Euro, however the effective corporate tax rate can be much lower.

Financial statement:

A Netherlands BV is required to audit its annual financial statements unless it meets two of the following three criteria:

• The company’s total assets are less than €6,000,000.
• The company’s annual turnover is less than €12,000,000.
• The company’s average number of employees is less than 49.

Registered Agent / Office:

A Netherlands BV is required to have a registered agent and a registered address where all official correspondence may be legally served. These are both provided as part of our incorporation service.

Double Taxation Agreements:

During the last few years, the Netherlands has started to amended its double tax agreements in order to provide for even more benefits to foreign investors. The Netherlands has signed around 100 double taxation treaties with countries all over the world. Among these, most of them are with European countries, such as the United Kingdom, Belgium, Estonia, Denmark, the Czech Republic, France, Finland, Germany, Luxembourg, Austria and Ireland. In the rest of the world, Hong Kong, China, Japan, Russia, Qatar, the UAE, Singapore, Canada, the United States of America, Venezuela, Mexico and Brazil.

License Fee & Levy:

In principle, there are no such restrictions. However, business entities that are incorporated under foreign law, but are active on the Dutch market rather than within their own country, are subject to the Companies Formally Registered Abroad Act (the CFRA Act). The CFRA Act does not apply to members of the European Union and countries that are members of the European Economic Area Agreement. All other entities must comply with certain requirements applicable to Dutch entities (registration with the Commercial Register and filing of annual accounts with the Commercial Register where the business entity is registered).

Business License:

Netherlands law does not define types of licences as such. Basically, any exclusive right or asset can be the subject of a licence, governed by the general provisions on Dutch contract law and - if applicable - the specific provisions in specialised acts, such as the Dutch Patent Act. Licences can include intellectual property rights (such as trademarks, patents, design rights, technology transfer, copyrights or software) and confidential know-how.

The licence can be granted on a pending application or a registered right, and can be limited in time or perpetual, sole, exclusive or not exclusive, limited in scope (for certain use only), for free or for consideration, compulsory (for certain patent licences) or by law (copy for private use of copyrighted work).

Payment, Company return due Date:

Corporate taxpayers are required to file a tax return annually. The due date is generally five months after the end of the company’s financial year. This filing due date may be extended upon request by the taxpayer.The Dutch tax authorities generally make a provisional assessment before issuing the final assessment after a full examination of the return.

The final assessment must be issued within three years following the financial year. This period is prolonged with the time of the extension for filing the tax return. The Dutch tax authorities may issue an additional assessment if it appears that the amount of CIT payable (as calculated in the final assessment) is too low. During the current tax year, a provisional assessment can be issued on the basis of prior years’ taxable income or on an estimation provided by the taxpayer.

Penalty:

From July 1, 2010 there is considered to be a payment default on the payroll tax if the payment is not received within seven calendar days after the final due date (previously the date of the tax assessment was the determining date). You are liable for payroll tax filing penalties if the return is received later than seven calendar days after the final due date.

The maximum penalty for the failure to file or late filing of income tax and corporate income tax is € 4,920. If it is the first time that a taxpayer fails to file a corporate income tax return on time, the penalty is € 2,460. If it is the first time that a taxpayer fails to file an income tax return on time, the penalty is € 226 (unchanged). The second time the penalty will be € 984.