The NV company is the Dutch equivalent of a public limited liability company. This is a business form suited to large corporations, with a higher number of shareholders compared to the private limited company, and a type of legal entity that can trade its shares publicly (unlike the private limited company).
Our lawyers in Netherlands specializing in company formation assist local and foreign investors who wish to open this type of legal entity. We provide guidance and assistance throughout the incorporation process and will also assist the company owners with ongoing legal services once the company is registered.
The Netherlands is one of the most popular countries among foreign investors as it has a stable and successful economy, as well as a very open policy in regards to trade and investment. Therefore, opening a company in the Netherlands is a very wise business decision. Companies opened here will benefit from a liberal tax regime in which dividends and capital gain are exempt from Dutch Corporate Income Tax.
The table below highlights some of its main characteristics:
|
Trait |
Characteristics |
|
Liability |
The NV is a legal entity with complete legal capacity and the founders are only liable to the extent of capital they invest. |
|
Size |
This business form is more suited for large companies because it can have a large number of shareholders and its shares can be publicly traded. |
|
Management |
The Management Board handles the management of the company and it can consist of one or more managing directors – typically, for this business form, more directors will be needed. The directors are appointed by the General Meeting of Shareholders. |
|
Taxation |
The NV is subject to the corporate income tax in the Netherlands, VAT registration in Netherlands and other taxes for companies. |
The video below presents the main steps to register a public limited liability company in the Netherlands:
Table of Contents
Main requirements for opening an NV company in the Netherlands
Investors who want to open a company in Netherlands in the form of a public limited company (NV) are required to follow a number of mandatory steps. Because this business form is suitable for large companies, it is widely accepted that the incorporation of this type of company is more complex than that of other types of legal entities.
In order to open a Dutch NV company, you must first understand the main characteristics this type of company has. A NV company is normally suitable for companies wishing to raise capital publicity.
Our Dutch lawyers highlight some of the most important incorporation steps below:
- First, the minimum amount of share capital is EUR 45,000 and until the registration is performed, the founders are personally liable;
- The NV type of company in the Netherlands must have at least one shareholder, a supervision board plus a managing board.
- the company must have a locally registered address and it must maintain a local address in the Netherlands at all times; the address change during the lifetime of the company is notified to the Chamber of Commerce;
- opening an NV in the Netherlands requires company registration with the Business Register, at the Chamber of Commerce; several documents are needed for this purpose, namely the company’s constitutive documents and relevant documents concerning the company founders; all company directors are registered in the Business Register.
The incorporation of an NV company needs the involvement of a civil law notary and a Dutch lawyer specialized in drafting and executing deeds of incorporation.
If they want to open a company in the Netherlands, the founders should take also take into account the costs for registering the company with the Netherlands Chamber of Commerce (KVK), as well as the notary fee (as mentioned above). For an NV company, some of these costs are estimated below:
- the KVK registration fee, one-time fee per registration: EUR 75;
- the digital, certified KVK company extract (as needed): EUR 8.45;
- the minimum share capital, as mentioned above EUR 46,000;
- the notary and other legal fees, which can start at EUR 500.
Please keep in mind that these are only estimated costs and that company founders will also need to take into account the expenses related to renting or purchasing an office space, virtual office services (if using), the costs for accounting services, as well as other business overhead costs (as applicable, directly related to the production of goods or services, according to the field in which the company activates).
Founders of a NV company in the Netherlands
The first step in opening a NV company in the Netherlands is to determine the incorporators, also known as founders. They may be one or several legal entities, with any nationality and may have the residence anywhere. If the respective founder cannot be present at the time of the incorporation, a written power of attorney may represent him. The founders of the company are considered to be the first shareholders in order to separate them from the general ones.
The NV is a separate legal entity from its founders, meaning that it enters into agreements in its own name, it can sue and be sued. The shareholders are only liable to the extent of the amount of the shares they own in the company.
NV incorporation procedure in the Netherlands
As previously stated, opening an NV company in the Netherlands is regarded as a slightly more complex one compared to other types of businesses, such as the sole trader, for example. Nonetheless, the requirement to draw up the company’s constitutive documents is in place for each of the two types of corporations, the public limited company and the private limited company.
A notarial Deed of Incorporation that contains the Articles of Association is the means through which the company is founded.
If the NV company opened in the Netherlands owns shares in registered form, the respective company has to keep a shareholders register. Once the company registration is completed, a civil law notary is responsible for preparing the shareholder’s register that will be kept by the Management Board at the official company office. Each shareholder is listed with the complete name and address, number and type of shares, denomination, and date of issuing of the shares, as well as the amount paid in on each share, and pledgers and other encumbrances. In addition, if any changes are made to the details mentioned above, the registered is to be updated, by or on behalf of the Management Board.
The name of the company will contain the abbreviation N.V.
The requirements state that within eight days after the incorporation of the Dutch NV some information regarding the company must be registered in the Trade Register of the Chamber of Commerce in the district where the company has its official seat. The N.V. can conduct business during the pre-registration phase; An important issue to consider is that the individuals who act on behalf of the company before the legal entity is registered can be fully liable until the company is properly registered and the limited liability takes effect. One of our Dutch lawyers can give you more information on this matter.
Public limited companies in the Netherlands are used by investors who need to trade the company shares on the Stock Exchange. Compared to the private limited company, this can be an important advantage for gathering revenue in exchange for company stock. These companies can register their logos or trademarks with the Benelux Office for Intellectual Property.
An NV company engaged in trade activities in and outside of the EU is required to follow the steps for EORI registration in Netherlands.
NV taxation in the Netherlands
A public limited company registered in the Netherlands is subject to local tax and annual reporting principles.
Investors who open a company in the Netherlands are expected to follow the local accounting principles (the Dutch GAAP, the IFRS, or the IAS can be used), and observe the requirements to file annual financial statements.
Our team lists the main taxes for companies below:
- Corporate income tax: 15% on the first EUR 395,000 of taxable profits and 25.8% on the company’s taxable profits exceeding this amount;
- Dividend tax: a 15% withholding tax is generally in place in case of dividend payments made to resident or nonresident shareholders;
- Value-added tax: the standard rate is 21% and two reduced rates of 9% and 0% apply.
Dutch companies also pay social security contributions, and these are calculated on the gross salary of the employee.
Companies generally follow a tax year that is the same as the calendar year and they file a provisional corporate income tax assessment, during the first month of the financial year (which is based on information from previous years). Corporate income tax returns are filed on an annual basis, via electronic means. Companies that fail to observe the filing deadlines face administrative penalties.
For more information about the applicable taxes, as well as tax compliance, please do not hesitate to reach out to our lawyers.
We assist local and foreign investors who wish to open a company in the Netherlands as any one of the main business entities in the country. With full legal support and assistance during the incorporation process, as well as legal advice in any corporate or business law matters once the company starts trading, investors in the Netherlands can rest assured that their company remains compliant.
For further information on how to open an NV company in the Netherlands, please contact our Dutch lawyers. You will receive all the in-depth information you need and personalized consultancy for your specific case and requirements.