1. What types of company can be formed in the Netherlands?
The following are recognised as legal forms of company in the Netherlands:
Unincorporated enterprises:
- One-man business / Sole trader / Eenmanszaak
- Professional Partnership / Maatschap
- General Partnership / Vennootschap Onder Firma (VOF)
- Limited Partnership / Commanditaire Vennootschap (CV)
Enterprises with legal personality:
- Public Limited Liability Company / Naamloze Vennootschap (NV)
- Private Limited Liability Company / Besloten Vennootschap (BV)
- Association / Vereniging
- Cooperative / Coöperatie
- Foundation / Stichting
- Mutual Guarantee Society
2. What is the minimum share capital for each company type in the Netherlands?
For unincorporated enterprises (see above), no capital is required.
For Private Limited Liability Companies (BV) the minimum share capital is €0.01.
For Public Limited Liability Companies (NV) a minimum capital of €45,000 is required.
For the other types of companies, no minimum capital is required.
3. Are there any requirements relating to company management in the Netherlands?
Anyone can become a director provided that they do not have a management ban which may be imposed by a judge.
4. What documents are required for company formation in the Netherlands?
Companies must be registered in the trade register of the Chamber of Commerce.
For Private Limited Liability Companies (BV) and Public Limited Liability Companies (NV), Articles of Association must be drawn up and approved by the notary. Subsequently, the company is established.
5. What is the company registration process in the Netherlands?
The notarial deed contains the Articles of Association – the provisions and rules of the company.
It is mandatory to include the following in the Articles of Association:
- the name and address of the registered office;
- the purpose of the company;
- details of the types of shares;
- the rules for the transfer of shares;
- the initial value of shares;
- details of shareholder control;
- names of those that are allowed to make specific decisions;
- any share transfer restrictions;
- a director appointment and dismissal policy; and
- a policy for the dissolution of the company.
6. Are details of company ownership public in the Netherlands?
If the company has only one shareholder, this will be registered in the Trade Register of the Chamber of Commerce. If there is more than one shareholder, this will not be the case.
7. Can a foreign individual or company own shares in a Dutch company?
A Private Limited Liability Company (BV) can be set up in the Netherlands from abroad.
It is not compulsory to come to the Netherlands before the BV is established.
The BV can be established through a foreign entity if required.
8. What is the corporate tax rate in the Netherlands?
For 2019, the following tax rates apply:
- Up to and including €200,000: 19.0%
- Over €200,000: 25.0%
9. What are the rules for issuing dividends from Dutch companies?
Firstly, the Articles of Association must stipulate that an interim payment of dividend is permitted. If this is the case, the general meeting of shareholders may decide to do so after the approval of the financial statements. This resolution must always be recorded in writing. You can therefore only pay dividends on realised profits, not on expected profits.
The Board must, however, agree to the choice to pay out dividend. The management Board may only refuse to pay out a dividend if the continued existence of the company is endangered by the payment of a dividend. In order to determine this, there must be a test to ascertain whether the company can continue to meet its obligations even after the dividend has been paid out.
The test consists of a balance sheet test and a liquidity test. First, a balance sheet test should indicate whether the company’s statutory and statutory reserves need to be replenished, and potentially whether the company’s equity capital also needs to be replenished. Finally, a liquidity test determines whether the company can continue to pay its due debts after distribution. It is customary to check the continuity of a company for one year after payment, though the law does not apply a strict guideline for this.