Netherlands

Key Corporate Features
General Information
Company Information
Compliance

Key Corporate Features

General Information

The Netherlands is situated in North West Europe and is bordered by Germany in the East and Belgium in the South. The country is small and just 37,000 square Kilometres and extremely flat, the highest point only being 320 meters above sea level.

The population of the Netherlands is approximately 15.5 million, with the majority of these living in the west of the country.

The Netherlands is a constitutional monarchy, but political power rests with a democratically elected parliament and is based on a written constitution safeguarding individual liberties.

A leading international trading centre since the 16th century, the Netherlands is within easy reach by land, sea and air of the 300 million people in the European market. Due of its location, it has an impressive transportation infrastructure and has become a favoured site for international companies in a wide range of industries, particularly for warehousing and distribution. The Netherlands has a free-market economy and is one of the richest nations in the world. Dutch prosperity has always been based on international trade and industry. The country also benefits from rich agricultural land; much of it reclaimed from the sea, and significant natural gas resources. Financial services, as well as the transportation and distribution sectors, are also particularly significant. Trade is critical to the Netherlands; both exports and imports account for more than 50% of GDP.

The official and spoken language is Dutch. However most people also speak English and German.

The official currency is the Euro €.

Virtually no exchange controls are imposed in the Netherlands although formal reporting requirements are required by the Central Bank. These are mainly for statistical purposes. Please keep in mind that from January 1, 2005 The Netherlands will inform the other European Community jurisdictions on personal accounts of EU – residents.

The type of law is Civil Law.

The principal corporate legislation is the Commercial Code of the Netherlands.

Company Information

The most popular types of company are the Private ( BV ) or Public Limited Company ( NV ).

The procedure to incorporate is the following: execution of Deed of Incorporation before Notary Public. Declaration of no objection to the draft articles of incorporation needs to be obtained from Ministry of Justice before incorporation.

There are restrictions on trading: specified groups, which include for example banking, insurance, financial services, consumer credit related services and employment agencies.

A Company incorporated in the Netherlands has the same powers as a natural person.

The language of legislation and corporate documents is Dutch.

Shelf companies are available.

The average time to incorporate is eight to twelve weeks.

Name restrictions apply on names similar to or identical to an existing company; on well-known names known to exist elsewhere; on names implying illegal activities; on names, which in the opinion of the Registrar are considered undesirable, obscene or offensive and on names that imply royal or government patronage.

The name of the company can be expressed in any language using the Latin alphabet. The Registrar may request a Dutch or English translation to ensure that the proposed name does not contravene name restrictions.

The following names require 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 or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or insurance industries.

A registered office is required, it must be maintained in the Netherlands and may be provided by us.

The following suffixes denote limited liability: Besloten Vennootschap (BV), private limited company and Naamloze Vennootschap (NV) public limited company or the relevant abbreviations.

There is no disclosure of beneficial ownership to authorities, although if the company has a single shareholder this is a matter of public record.

Compliance

The minimum authorised share capital for a BV is € 90.000 of which 20% (€ 18.000) must be issued and fully paid. The minimum authorised share capital for a public company ( NV ) is € 225.000 of which € 45.000 must be paid up.

The following classes of shares are permitted: ordinary shares, preference shares, deferred shares, redeemable shares and shares with or without voting rights.

Taxation is paid by companies in the Netherlands based upon annual accounts, which are submitted to the Dutch tax authorities at the end of the company's financial year. A company is free to choose its own year-end. The current tax rate is max. 34,8%.

The Netherlands is party to more than 90 double tax treaties.

There are no licence fees as such.

All Dutch companies are required to file accounts with the Chamber of Commerce. There is a requirement for Dutch private limited companies to be audited if it meets two of the following three requirements; assets greater than € 2,8 million, turnover greater than € 2,8 million, and average number of employees greater than 49. A public limited company must always be audited.

The minimum number of directors for private companies ( BV ) is one. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the Netherlands. Public Companies ( NV ): There is a two-tier management structure required for public companies and large private companies. This consists of a supervisory board and a management board. The powers of the supervisory board is set forth in the statutes and is usually advisory. The management board is responsible for the day-to-day running of the company.

There is no requirement to appoint a company secretary.

The minimum number of shareholders is one.

Contact: info@personaloffice-bv.com