Setting up a company in the Netherlands

For foreign entrepreneurs, starting a company in the Netherlands could seem like a maze - but it doesn't have to be. With proper guidance, not only will you be able to set up a company in the Netherlands with ease, but you will also avoid unnecessary expenses. An efficient approach ensures that you can be operational within four weeks.

Choose a legal form
Two legal forms can be distinguished for running a business in the Netherlands:

1. partnerships;
2. legal entities.

Explanation of partnerships
‍There are various legal forms, such as (i) the one-man business, (ii) general partnerships or (iii) partnerships. Only the one-man business can be set up by one person. If a second entrepreneur joins in, it is called a general partnership or a partnership.
For a partnership to be operational, it is important to register it in the trade register of the Chamber of Commerce and apply for a VAT (or: BTW) number.

Choose the right legal entity
‍Besides partnerships, there are also legal entities, which are a separate legal form that qualifies as an independent bearer of rights and obligations. In this article, we will highlight two important legal entities:

1. the private limited company (’BV’), which is the most popular legal entity used most frequently in day-to-day business. BVs have limited liability and a flexible structure. The minimum initial capital for a BV is only €0.01.
2. the public limited company (’NV’). This variety is often used for larger companies. The starting capital for an NV is €45,000.

The importance of a notary when establishing a legal entity
‍The establishment of legal entities in the Netherlands is done by a civil-law notary. That notary prepares the articles of association of the BV or NV, which includes the rules within the company. Think about:

• how many directors the company must appoint;
• how shares are being transferred; or
• what the conditions are for convening shareholders' meetings and which topics must be on the agenda during the shareholders' meetings.

The chamber of commerce and opening bank accounts in the Netherlands
‍As with partnerships, the company must be registered in the commercial register of the chamber of commerce. Furthermore, the private limited company must also open a bank account so that business transactions can be settled.

For foreign entrepreneurs, opening a bank account in the Netherlands can be difficult at times. That is why the contacts of a solid legal advisor can come in quite useful to assist the foreign entrepreneur in the Netherlands.

Get expert advice on important Dutch permits
‍Depending on the operational activities, the BV or NV may also need to apply for permits before becoming operational. This could include permits from the Netherlands Authority for the Financial Markets (‘AFM’) or De Nederlandse Bank (’DNB’). This is another area where a quality legal adviser can efficiently guide you along the way.

Do you want to set up a company in the Netherlands and is avoiding unnecessary delays and costs important to you? Heron Legal's corporate lawyers boast international experience and will be happy to assist you. So please feel free to contact us.