Key Legal Requirements to Set Up a Company in the Netherlands

• To set up a company in the Netherlands presents an exciting opportunity for entrepreneurs to enter a vibrant European economy. A population of merely 17.5 million supports over 2.3 million businesses, and the Netherlands is one of the most stable and competitive economies in Europe, underpinned by a GDP per capita of approximately US$56,000. Its strategic location, highly skilled and diverse workforce, cutting-edge infrastructure, and government incentives make it an ideal destination for businesses. 

• Known for its liberal trade policies, the Netherlands is a founding member of the European Union, Organization for Economic Cooperation and Development (OECD), and World Trade Organization, further reinforcing its position as a global business hub. With 95% of the population fluent in English, international entrepreneurs can seamlessly integrate into the local market. Whether you are inside or outside the EU, the process to register company in Netherlands may vary but remains accessible with the right guidance. 

Regulatory requirements to set up a company in the Netherlands 

The regulatory requirements may vary depending on the business activity one is engaged in along with that it also depends on the business structure chosen. The regulatory requirements for Dutch private limited company (Besloten Vennootschap (BV)) are as follows: 

• 1 Shareholder of any nationality who can be either an individual or corporate entity. 

• A minimum of 1 director and at least half of the directors must be residents of the Netherlands. To comply with these requirements we can provide nominee directors and shareholder services. 

• A shareholder can also serve as a director. 

• No minimum capital required. 

• There must be a registered office address in the Netherlands. 

• There must be 1 legal representative who is responsible for representing the company in legal matters. These legal representatives can be the director. The legal representative should have sufficient authority to act on behalf of the company and ensure compliance with Dutch laws. 

Post registration obligations to set up a company in the Netherlands 

Registration with the Dutch Tax Office 

Tax Identification: 

• Companies must register with the Belastingdienst (Dutch Tax and Customs Administration), which will issue a tax identification number or RSIN. It is usually issued at the same time that the Chamber of Commerce (KvK) registers a business. However, in certain circumstances, supplementary paperwork may be necessary. 

VAT registration: 

• If the company will engage in VAT-taxable activities, it must register for its VAT number as well. Registration is only mandatory once such activities commence. 

Annual financial statements 

Reporting obligations: 

• Companies are obligated to prepare and submit annual financial statements to the KvK. It should make sure that those statements comply with Dutch accounting standards and must be submitted within a specific period after the closing of the year. 

Audit requirements: 

• Depending on the size of the company, an audit may be required. Small companies may be exempt from this requirement, while larger entities must have their financial statements audited by a certified accountant. 

Compliance with employment laws 

Employee registration: 

• If the company has employees, it must register them at the Dutch social security administration and should operate according to the labor rules, such as payroll taxes and employee benefits. 

Health and safety regulations: 

• These companies are also expected to comply with health and safety regulations to safeguard the workers at the workplace. 

Social security registration: 

• It is obligatory to register with the Employee Insurance Agency (UWV). The registration will oblige social security contributions, aimed at employee benefits including unemployment benefit, sickness benefit, and disability benefit. An employer must take off these contributions from the wages for employees and pay them over to Dutch Tax Administration. 

Changes in company structure 

Updates to KvK: 

• All company structure changes, including changes in directors or shareholders, amendments to the articles of association, or a change in registered office address need to be notified to the KvK. 

Business license and permits requirements to set up a company in the Netherlands 

The special license differs in each industry. The following are some industries that, upon good observation and experience, generally require special permits: 

• Financial services: License from the Dutch Authority for the Financial Markets (AFM) and the Dutch Central Bank (DNB). 

• Healthcare: The providers require a license from the Dutch Healthcare Authority (NZa). 

• Food and beverage: Companies in this industry would be subject to rules from the Nederland Voedsel en Warenautoriteit (NVWA) and may require sanitary permits. 

• Construction: Companies need permits from local building authorities to ensure compliance with building codes. 

• Tourism and hospitality: Hotels, restaurants, and other related businesses require local municipal permits. 

Conclusion 

• You can unlock a wealth of opportunities in one of the most vibrant and accessible markets in Europe to set up a company in the Netherlands. Ensuring that the process runs smoothly and efficiently calls for the involvement of an expert, such as Tetra Consultants. We offer a range of corporate services tailored to your needs, such as nominee director services, offshore company incorporation, corporate bank account opening, and much more. 

• Our network of expert consultants is committed to decomplexifying your business registration process. Whether you're just setting up a base of operations or extending your global reach, Tetra Consultants will navigate you through the complexities, ensuring compliance and operational success in the Netherlands. Start your journey with us today, and experience hassle-free company incorporation in one of the world's most business-friendly environments. 

• Contact us to know more about how to set up a company in Netherlands and our team will revert back in 24 hours.