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Incorporation of Company

Onshore Jurisdictions
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Netherlands

The Netherlands is an industrially developed country with a sophisticated tax system. It is known in the world as a jurisdiction with a standard level of taxation.

Due to the high prestige of this country, the extensive scope of the Double Tax treaties it has entered into, and the legislation providing for substantial tax advantages, the Netherlands is popular as a jurisdiction for the incorporation of holding companies.Companies that meet participation exemption criteria may be exempt from tax on income received as dividends or capital gains.

The rate of corporate tax in Netherlands is 25%. However, Dutch legislation provides the opportunity of registering and using Netherlands enterprises with a zero rate of tax using a vehicle known as a Commanditaire Venootschaap (CV).The CV is a limited partnership having no less than two partners. One of the partners is a General Partner, while the other partners have the status of Limited Partners.

Registration of a CV company in the Netherlands provides the opportunity to operate a corporate instrument in  a prestigious European country that may be exempt from taxation under certain conditions.

It should also be noted that regulations in the Netherlands do not provide for the transfer of control to the company owner. All operations are carried out by a resident representative in the Netherlands, and he will perform regular control of the company’s operations. Normally, general powers of attorney are not issued.

 

Principal Corporate Legislation: Commercial Code of the Netherlands
Type of Law: Common
Language of Legislation and Corporate Documents: Dutch
Type of Company for International Trade, Investment & Tax Planning: BV (Besloten Vennootschap) – Private Limited Company

CV (Coóperatieve Vennootschap)- Limited Partnership

 

 

Netherlands BV (Besloten Vennootschap) - Private Limited Company

Share Capital
The minimum authorised share capital is EUR 0.01 and the share capital can be denominated in any currency.
Classes of Share Available
Registered shares.
Bearer Shares
Not permitted.
Restrictions on Trading
Banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship business provision are not permitted.
Registered Office Required
Yes, must be maintained in the Netherlands.
Directors
The minimum number of directors is one. Director can be of any nationality and need not be a Dutch resident but the majority of directors must be EU residents. Corporate directors are permitted.
Shareholders
The minimum number of shareholders is one.
Publicly Accessible Records
No.
Nominee Shareholders and Nominee Directors
Allowed.
Location of Meetings of Directors and Shareholders
Since 2012 the annual meeting of shareholders can also be held outside the Netherlands. To create some substance it would be good to hold the meeting in the Netherlands though if the other presence in the Netherland is minimal.
Disclosure of Beneficial Ownership to Authorities
No.
Personal Presence Required
No.
Taxation
20% for taxable income up to EUR 200,000 25% for taxable income above EUR 200,000
Double Taxation Treaty Access
The Netherlands is party to more than 100 double tax treaties.
Requirements to File Accounts
Yes.
Requirement to File Annual Return
Yes.
Audit Requirements
There is not a general audit requirement. Smaller companies are not required to have their accounts audited.
Currency
Euro.
Exchange Control
None.
Language of Name
Latin alphabet.
Restricted Words
Words such as "Assurance", "Bank", "Building Society", "Royal", "Trust Company", "Trustee Company" etc. will require justification.
Name of a Company
The words "Besloten Vennootschap" or "BV" must be part of the name of every company.
Time to Incorporate
One week.

Netherlands CV (Coóperatieve Vennootschap)- Limited Partnership

Share Capital
Not applicable.
Restrictions on Trading
Banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship business provision are not permitted.
Registered Office Required
Yes, must be maintained in the Netherlands.
Members
The minimum number of members is two. Member can be of any nationality and need not be a Dutch resident. Corporate members are permitted.
Shareholders
The minimum number of shareholders is one.
Publicly Accessible Records
No.
Nominee Shareholders and Nominee Directors
Allowed.
Location of Meetings of Directors and Shareholders
Since 2012 the annual meeting of shareholders can also be held outside the Netherlands. To create some substance it would be good to hold the meeting in the Netherlands though if the other presence in the Netherland is minimal.
Disclosure of Beneficial Ownership to Authorities
No.
Personal Presence Required
No.
Taxation
Fiscally Transparent.
Double Taxation Treaty Access
The Netherlands is party to more than 100 double tax treaties.
Requirements to File Accounts
Yes.
Requirement to File Annual Return
Yes.
Audit Requirements
There is not a general audit requirement. Smaller companies are not required to have their accounts audited.
Currency
Euro.
Exchange Control
None.
Language of Name
Latin alphabet.
Restricted Words
Words such as "Assurance", "Bank", "Building Society", "Royal", "Trust Company", "Trustee Company" etc. will require justification.
Name of a Company
The words "Coóperatieve Vennootschap" or "CV" must be part of the name of every company.
Time to Incorporate
One week.

 

Cost of Formation: Request a quotation

 

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Please contact us for additional information about incorporation of companies in other offshore jurisdictions.

 

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