Our corporate attorneys in the Netherlands are often asked how to set up a company in the Netherlands and what to look out for when doing so. Although the differences between English or other jursidictions and Dutch company law are manageable, there are some points you should pay attention to when setting up your company in the Netherlands. In this blog, our Dutch attorneys will explain to you the registration of a company in the Netherlands and in the Dutch Commercial Register.
The Dutch Commercial Register
The Dutch Chamber of Commerce is also called the Kamer van Koophandel (KvK). Like in the United Kingdom and ‘Companies House’, its commercial register contains the companies registered in the Netherlands, which are open to public inspection. Just as in United Kingdom, extracts from the commercial register can be requested for a fee in the Netherlands.
Setting up a Dutch BV
The B.V. (besloten venootschap) is the most popular type of company in the Netherlands and is the counterpart to the UK’s limited liability company regulated by the Limited Liability Partnerships Act 2000. The Dutch Civil Code regulates the B.V. in article 2:175 BW (Burgerlijk Wetboek). Under UK law there is no concept of share capital and no minimum capital requirement for LLPs. In the Netherlands, a B.V. can be founded in the Netherlands with a minimum share capital of €0.01. The requirements for the formation of a B.V. are therefore similar to the LLP in the UK. A B.V. can also be founded by natural and legal persons.
The registration of a BV in the Dutch Commercial Register
Dutch company law regulates the registration procedure of a B.V. in detail. Before the B.V. can be registered, the memorandum of association or articles of association must be certified by a notary public. These documents must be drawn up in Dutch and contain details of the directors, shareholders, company address and company capital. The memorandum and articles of association must also include the activities that the B.V. intends to carry out.
For the registration you must therefore make an appointment with a notary. Our company law specialists can help you with the establishment of your company in the Netherlands and advise you throughout the entire process in English and take care of the most important steps for you. We have been working closely with notaries for a long time and can therefore also assist you with the registration of your company.
Important steps in the registration of your company
In addition to the certification of the documents, the company name must also be “reserved”, which must be unique and meet the legal requirements under Dutch law. Furthermore, the memorandum of association must be submitted to the Commercial Register, as third parties can also request to inspect the agreement. Further steps include obtaining a company registration number in the Netherlands and registration with the tax authorities. This will provide you with the tax identification number and VAT number of your company.
The company, its share capital, address and its directors and proxies are recorded in the Commercial Register. Amendments to the articles of association that are made at a later date must also be entered in the commercial register to keep it up to date. Third parties can then request extracts from the Commercial Register in which these elements are visible. The shareholders are only expressly named in the commercial register if there is only one sole shareholder. However, other shareholders do not have to be registered and are therefore not visible to third parties.
It should also be noted that in the Netherlands it is mandatory to open a bank account for the registration of a B.V. However, this is only required after registration in the Commercial Register, as the purpose of opening a bank account is to prove that your company has started its business activities. However, you do not have to register the bank account with a Dutch bank.
Dutch attorney specialized in setting up a company
Do you have questions about Dutch company law or do you need specific legal advice in Holland regarding the registration or establishment of your company in the Netherlands? Our Dutch attorney specialized in setting up a company, will be happy to help you.