To print this article, all you need to do is be registered or log in to Mondaq.com.
In this article, we explain how commercial registration works for companies in the Netherlands.
How to register a new company in the Netherlands?
When you start a business, you must first choose a legal structure. Your choice will determine whether you have personal, joint and several liability, and your tax obligations. The main categorization of legal structures in the Netherlands are corporate structures with and without legal personality which can effectively be summarized in the table below.
Having legal personality means that a company has an independent legal existence separate from its shareholders, directors, officers and creators, and therefore has the capacity to sue or be sued as a collective entity.
You must register your company in the commercial register (Handelsregister) maintained by the Chamber of Commerce (KVK – Kamer van Koophandel). This must be done no later than one week after starting your business, or one week before starting your business, or even sooner, in which case the registration will take effect from one week before starting the business . The documents required for registration are:
- A citizen service number (BSN – Burgerservicenummer)
- A Dutch address
- An appropriate trade name for the business
- Choose a legal structure
Further information can be found on this comprehensive official website: https://bit.ly/3vtSlPl
Once your business has been successfully registered in the commercial register, you will receive a unique 8-digit KVK number, which is proof of your registration with the Dutch Chamber of Commerce. If you wish to terminate your business, you must unregister with KVK.
How do you access information about a registered company?
The commercial register is only available in Dutch: https://bit.ly/3jQuSm6. You can search the database using multiple identifiers (e.g. unique KVK number, company name or address) and when you find a registered company, the following information can be accessed:
- name of the organization
- Contact details such as address, telephone number, e-mail address, etc.
- Date of constitution
- Branch details
- Officers and signing officers
- Number of employees
The commercial register contains not only publicly available information about registered companies, but also information about deregistered companies and organizations that may still be subject to liability and debt issues from the past.
What are the benefits of registering?
Registering companies in the Netherlands has several advantages:
- · Confidentiality using nominees – Nominee shareholders and directors can be used to protect the privacy of real people.
- Double taxation treaties – The Netherlands has many double taxation treaties with other countries to prevent foreigners from paying double taxation on the same income.
- No minimum authorized capital – Since 2012, companies registered in the Netherlands are no longer required to declare a minimum authorized capital value.
- Two shareholders – Incorporation only requires a minimum disclosure of two shareholders.
The content of this article is intended to provide a general guide on the subject. Specialist advice should be sought regarding your particular situation.
POPULAR ARTICLES ON: Dutch Company Law/Commercial Law