How to Incorporate a Company in the Netherlands

Incorporating a company in Netherlands is attractive because of the country's strategic location.

Various reasons exist for why clients choose to incorporate in the Netherlands. The main reason however is its strategic geographical location. Other reasons include the stable political situation and a healthy economy. Most investors planning to incorporate a company in Netherlands choose a Netherlands BV company. A BV is a private company as well as a legal entity with limited liability.

Instructions

1. Select a company name. The Minister of Justice must approve the company name you choose and confirm that it is available before you are allowed to use it. Propose a list of three names in order of preference. Submit it to the Ministry of Justice. The name may be stated in Papiamento, Dutch, English or Spanish and must have the words 'Naamloze Vennootschap' or the abbreviation NV (see reference 4)

2. Draft a deed of incorporation. Contact your lawyer to draft a deed to be executed before a civil law notary. The deed can only be executed after its draft has been provided to the Ministry of Justice. Verify that there are no objections to the incorporation of the company. Ensure the lawyer publishes and amends the articles of incorporation and files them with the trade registrar (see Reference 2).

3. 

   You need about $30,000 to incorporate a company in Netherlands.

   Provide proof of capital for incorporation. Provide the notary public and the Minister of Justice with statements from a bank confirming that the account has the required capital. The minimum issued and paid up capital should be 18,000 pounds or an equivalent of $30,000.

4. Obtain consent from the Ministry of Justice. Before the actual incorporation of the BV can take place the Ministry of Justice must issue a "certificate of no objection" that shows the identity and historical background of the incorporators and directors.

5. Acquire a registration number and register with the tax authorities. Register the company in the commercial register at the local chamber of commerce. Thereafter, register at the local tax authority which takes about four to six weeks to provide tax numbers.

Tips & Warnings

• Always ensure to provide the notary public with information and documents like statutory provisions and identity of the directors and the shareholders as well as their contacts.

• Registration at the local chamber of commerce is mandatory and the fee depends on the initial annual fee and the size of the firm.

• Ensure shareholders have no criminal records to avoid incorporation being denied.

References

• TCI: Doing business in Netherlands-How to incorporate
• Atrium Incorporation services: The Netherlands
• Form a Company Worldwide Incorporations: Netherlands Company Incorporation
• Help-Line Law Legal Solution Worldwide : Incorporation of Company Netherlands