Global Connect Admin competently supports the establishment of international companies
In most cases, no authorisation is required to start up a business in the Netherlands. The food industry is an exception and environmental permits are also required for the construction of operating facilities. Every company must be registered in the commercial register of the Dutch Chamber of Commerce.
The commercial register contains the publicly available information about the company, such as the names of the managing directors or supervisory board members and the articles of association.
The Netherlands has different legal forms for establishing a business. In general, a distinction is made between companies with a legal personality (corporations) and those without a legal personality (partnerships).
Limited liability companies
The BV (besloten vennootschap or limited liability company) can be compared to the German GmbH or the English Limited Company (Ltd) and the NV (naamloze vennotschap) to a stock corporation. In both cases, these are independent legal persons with ordinary or capital stock.
International start-ups usually take the form of a BV (besloten vennootschap) because it is more flexible. The foundation must be assisted by a notary and must have lasted 6-8 weeks. However, a company can already become active as a BV IO (in formation) during the start-up phase.
The articles of association for a BV must be drafted in the Dutch language and are often extensive, as, according to Dutch law, the transfer of shares must also be included in the contract. The NV is a public liability company and is comparable to the “Public Limited Company” (plc) in the UK or the “Aktiengesellschaft” (AG) in Germany. It is subject to stricter rules and is recommended as a company form for very large companies.
The Dutch Coöperatie is comparable to the German cooperatives, and has its roots in the agricultural sector, banking and insurance. Due to its high degree of legal and fiscal flexibility, in recent years it has often been used as a holding company for international companies. The co-op is also an independent legal entity with its own statute. At least two members are required to establish one, but individuals, partnerships or legal entities can be members. Liability may be unlimited, limited or excluded. There are no minimum capital requirements.
Partnerships are formed when natural and legal persons work together without forming a separate legal entity. Articles of association are sufficient. The most common partnerships are the VOF (partnership under common firm) and the CV (limited partnership). The shareholders of a VOF are fully liable, while in a CV there are both shareholders with unlimited liability as well as general partners with limited liability. The CV is popular with international companies interested in optimal tax structuring.
A branch is not a separate legal entity but part of a foreign legal entity. The legal liability lies with the parent company. If the branch is considered as a permanent establishment for tax purposes, the profits must also be taxed in the Netherlands.
Successful company start-up with Global Connect Admin B.V.
For foreign companies, choosing the right form of company to set up in the Netherlands is a complex challenge that requires good advice. With its competent, multilingual team, Global Connect Admin will accompany you in this important step.