General information

Company structure

• ▪ Only one shareholder (can also be a legal person, no nationality restriction or residency restrictions)
• ▪ Only one director (can also be a legal person, no nationality or residency restrictions). Physical person as a director recommendable

Confidentiality

• ▪ Beneficial owners’ details – are part of the public record, if you wish to avoid it then please request a nominee service
• ▪ Shareholders’ details – are part of the public record, if you wish to avoid it then please request a nominee service
• ▪ Directors’ details – are part of the public record, if you wish to avoid it then please request a nominee service

Taxation

In general, a Dutch resident company is subject to Corporate Income Tax on its worldwide income. However, certain income can be exempted or excluded from the tax base. Non-resident entities only have a limited tax liability with regard to income from Dutch sources.

The standard Corporate Income Tax rate is 25%. There are two taxable income brackets. A lower rate of 20% applies to the first income bracket, for taxable income up to EUR 200,000. A special regime applies with respect to profits, including royalties, derived from a self-developed intangible asset (developed after 31 December 2006). In this so-called innovation box, the taxpayer may opt, under certain conditions, for the application of a lower effective rate on taxable profits derived from these intangible assets. The effective tax rate of the innovation box is 5%. The innovation box is applicable if at least 30% of the profits have been originated by the patent.

There are no provincial or municipal corporate income taxes in the Netherlands. In the Netherlands, corporate residence is determined by each corporation’s facts and circumstances. Management and control are important factors in this respect. Companies incorporated under Dutch law are deemed to be residents of the Netherlands (although not with respect to certain provisions, such as the participation exemption and fiscal unity).

Other benefits

• ▪ Meetings of the board of directors may be held outside the Netherlands.

Accounting requirements

Required to prepare and file financial statements and tax returns with the Trade Register

Secretary

Not Required

Registered Agent

Not Required

Registered office

Required

Company name

• ▪ Language: Any
• ▪ Letters: From Roman alphabet
• ▪ Company name must end with: Besloten Venootschaap or BV
• ▪ Names Requiring Consent or a Licence: Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, co-operation, council, municipal

N.B.

• ▪ Restricted connections for company name: name of state, national or local government.
• ▪ Any name that implies illegal activity or implies royal or government patronage is restricted.
• ▪ Registrar may reject any name which it considers undesirable or contrary to the public interest.
  
• ▪ Company name is restricted to be identical or similar that of an existing company.
• ▪ In case when foreign language is used for company name the translation in Dutch or English may be asked by Registrar to ensure conformity to above listed restrictions.

Incorporation

• ▪ Name check and approval
• ▪ Drafting incorporation documents
• ▪ Dutch Notary fees
• ▪ Chamber of Commerce filing fees
• ▪ Capital contribution tax
• ▪ Domiciliation for the first year

Please provide us with the following documents and data:

 Incorporation

• ▪ A notarized copy of valid passport (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
• ▪ A copy of proof of residential address (ex. utility bill of each Shareholder, Director, Beneficial Owner, Authorized Signatory that is not older than 3 months) in English
• ▪ Optional: A notarized copy of Bank reference (of each Shareholder, Director, Beneficial Owner, Authorized Signatory)
• ▪ Optional: CV (of each Director and Shareholder)

N.B.

• ▪ If Shareholders and/or directors are legal persons, then it is required to submit full set of apostilled company documents and if company is operating more than 1 year it is required to submit certificate of Good Standing.
• ▪ If documents are not in English language or language of particular country, then they must be accompanied by a notarized translation.

 Capital

• ▪ Amount of paid up capital

 Company name

• ▪ Three company names in order of preference