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.
| Quick Facts | |
|---|---|
| Minimum share capital | 45,000 EUR |
|
Number of directors |
At least 1 |
|
Minimum number of shareholders |
At least 2 |
| Corporate Tax Rate | 25,8% (15,8% if the taxable income is below EUR395,000) |
| Risk management |
Conducting a risk assessment, reviewing the company’s operations and financial performance, risk mitigations with the help of a Dutch law firm |
| Additional licences for opening a NV in Netherlands |
Yes, specific to the industry (gambling, liquor, import/export, telecommunications, etc.) |
| Number of double taxation treaties (approx. ) |
108 |
| Time frame for the incorporation (approx.) |
3 weeks |
| Accounting and filing requirements |
It is necessary to submit your yearly financial statements to the Netherlands Chamber of Commerce within 12 months after the end of the financial year |
| Administration | Bookkeeping; Business records must be kept; Administration must meet the requirements set by the Netherlands Tax and Customs Administration when opening a NV in Netherlands |
| Applied laws for opening a NV in Netherlands |
Company Law, Tax Law, Labor Law, etc. and other industry-specific regulations that can be explained by our lawyers in Netherlands |
| Management (Local/Foreign) |
Both |
| Possibility of hiring local staff (YES/NO) |
YES |
| Documents required for opening a NV in Netherlands |
Article of incorporation, article of association, proof of identity, and address of company founders, etc. |
| Best used for | Medium to large-sized businesses |
| Local address required (YES/NO) | YES |
|
Representation through power of attorney |
If one of the founders cannot be physically present during the incorporation process, he/she can appoint our Dutch lawyers to represent them through a written power of attorney |
|
Dividend tax |
15% withholding tax |
| VAT |
21% (standard rate); 9% or 0% (reduced rates) |
| Fees for opening an NV in Netherlands |
Notary fees; Registration fees; Accounting fees, etc. |
| Company formation |
Meet the required minimum share capital; Prepare and notarize the necessary documents; Register shareholders and the company with the Dutch Chamber of Commerce; You can contact our law firm in Netherlands for a detailed guidance. |
| Liability |
Directors of an NV in Netherlands are typically not personally liable for the company’s debts, and shareholders have limited liability; However, there might be some exceptions to the director’s liability. |
| Stock exchange listing |
Must be a company established for at least 5 years, with an equity value of at least 5 million euros; The total value of the shares being traded should exceed 5 million euros; The company must have maintained profitability for at least 3 out of the past 5 years. |
| Staff employing |
Before a NV can hire employees, it is required to officially register as an employer with the Dutch Tax and Customs Administration |
| Virtual office possibility (YES/NO) | YES |
| Company name |
The company name must be unique and distinguishable from existing company names and should include the legal entity designation “N.V.” |
| Annual general meeting required (YES/NO) |
YES |
| Legal Entity Identifier (LEI) |
In order to trade shares on the stock exchange, NVs in Netherlands are required to obtain a Legal Entity Identifier (LEI) |
| Advantages of opening an NV in Netherlands |
Tax benefits; Stock exchange listings; Limited liability; Favorable legal system; Strategic location of the country. |
| Assistance | Our attorneys in Netherlands can help you to assess the benefits of opening an NV for your particular situation |
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.
Investors who are interested in opening this type of company in 2023 can rely on our complete assistance during the pre- and post-registration stages. Our team can not only assist with drawing up the company’s constitutive documents and making the needed registration (including those for special permits and licenses), but we also provide ongoing business advice once the company is registered and has started trading.
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 in 2023, 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).
The video below presents the main steps to register a public limited liability company in the Netherlands:
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 in 2023
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.
Investors who decide to open a company in the Netherlands in 2023 are looking at a business climate that is supported by favorable growth in key sectors thus far:
- Exports have increased by 5% on a year-by-year basis in January (compared to January 2022);
- Retail turnover increased by 8.5% in February 2023 (also on a year-on-year basis).
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.