With Brexit causing a multitude of problems for UK companies wishing to trade in the EU, one way round the issue is opening a country abroad. Even the UK government are suggesting British businesses move operations to neighbouring EU countries to avoid the hold-ups, and one country that is proving very popular in which to set up shop is the Netherlands. Here’s a step-by-step guide to show you how to open a company in the Netherlands quickly and easily.
Related article: Guide to importing & exporting goods in and out of the UK after Brexit
As Holland is a largely English-speaking country (over 90% of the population speaks English), British business owners have naturally gravitated towards it as an easy place to open a Dutch branch or start a company. (Click on our article: Why Holland is a Smart Place for your European Business). In terms of location, the Netherlands is slap-bang in the middle of the EU with a potential client reach of over 500 million. The seaports with easy access to the UK adds an extra benefit for trade companies needing a route for imports and exports, as well as a high-speed road and rail network for freight. The most important advantage for business owners however, is the efficient company formation process. You can set up your Dutch company completely remotely (which is a great help during times of lockdown) and have your company registered without any need to visit within two working days.
So here’s the step-by step process to get your business started:
1. Corporate structure
Decide which corporate structure you’ll need. There are various structures but the most common one in Holland is a BV which is the equivalent of a Private Limited Company. This is the most suitable one for foreign entrepreneurs as it doesn’t require residency in the country, just a registered business address. However, you may want to think about branch registration if you’d prefer having an off-shoot of your UK company. You may need to consult with a company formation expert in order to choose the correct structure for your particular type of business. A company formation expert can also help you employ a notary from the Netherlands to translate your company articles into Dutch.
2. Name your company
Think about what to call your company. You may want to keep your current business name but make sure it translates well otherwise you could come into marketing problems if the name means nothing, or worse, is offensive. Sometimes using initials can help.
3. Shareholders and share capital
Decide who will be the shareholder(s) and how much share capital you want to put up front. For a BV, one director is required and the minimum share capital is only 1 euro but most foreign banks need more than that to secure a business bank account.
4. Documents
Make sure you have a couple of utility bills that are dated within the last three months (mobile phone bills are usually not accepted) and a copy of your passport to confirm your identity. The full list of information needed is below:
1) Name of the new company
2) Proposed company address
3) Purpose of the company (what type of business)
4) Information on the shareholders/directors - including full names, private addresses, dates and places of birth, nationalities and copies of passports.
5. Find a suitable location
The next step is to think about registering an address for your company. Some trade companies are taking advantage of the large warehouse space available in the Netherlands, including large UK companies such as JD Sports and Hornby.
However, if you’re not going to have a physical presence in Holland, and prefer to manage your business remotely, then a virtual office would be a good option with a registered business address that can deal with forwarding on your post. (But be warned - virtual offices will only deal with small letter-sized post that can be easily emailed over or forwarded in the mail, and not large bulky packages.)
6. Incorporation deeds
A Dutch civil law notary will need to draw up and check the incorporation deeds and the articles of association required by Dutch law, and make sure the deeds are fully translated. Normally an online meeting can be scheduled to sign the deeds of incorporation, if you cannot make a trip to the Netherlands. If you are doing things remotely then you will need to authorise an employee of the notary to assume the power of attorney in order to sign the deed in your place.
7. Dutch tax office
After you’ve registered your company, you will need to arrange to obtain the necessary tax codes. An article 23 declaration is needed if your company plans to regularly import goods from outside the EU which needs to be filed with the Dutch tax authority. You will also need to apply for a VAT number to make sure this complies with the current regulations and think about payroll services if you are recruiting Dutch employees. (For more information on VAT regulations, click here on our article How will Brexit affect your VAT payments?) All these aspects, including VAT services, can be taken care of by a qualified Dutch chartered accountant. Employing a local accountant is advised as they will then be able to take care of your annual tax returns. You will also need to put aside up to 150 euros for trade registration with the Dutch Chamber of Commerce (Kamer van Koophandel).
For more information on company incorporation in the Netherlands including business bank accounts, Dutch tax breaks and advice, chartered accountants and registered addresses, please contact us on 0033 (0)1 53 57 49 10 or email us from our contact page and we’ll be happy to help. Or if you prefer another European country closer to home, you can download our free guides on how to open a company in France or Ireland below.
