Q&A about setting up foreign-owned Limited Liability Company in The Netherlands

Q&A about setting up foreign-owned Limited Liability Company in The Netherlands

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WFOE Registration, Work Permit, Special Industry Permit application according to Dutch Regulations, we need to do KYC (Know your client) before engagement with your assignment.

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Drafted by Dale Chen 20230816 v1
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The Netherlands Foreign-funded Limited Liability Company
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The Netherlands – Organizational Structure of Foreign-funded Companies
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What are the types of Foreign-funded Companies in The Netherlands?

  1. Branch (filiaal): A branch is an extension of a foreign company, not a separate legal entity. It carries out business activities in the Netherlands on behalf of the foreign parent company.
  2. Joint Venture (gezamenlijke onderneming): A joint venture involves two or more companies, often from different countries, collaborating to form a new entity to pursue a specific business opportunity.
  3. Representative Office (vertegenwoordigingskantoor): This is a non-trading entity that represents the interests of a foreign company in the Netherlands. It cannot engage in commercial activities.
  4. Limited Liability Company (Besloten vennootschap) (BV): A BV is a common legal structure in the Netherlands. A foreign company can establish a BV to conduct business activities in the country.

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What are the procedures for setting up the Foreign-funded Limited Liability Company in The Netherlands?

  1. Name Reservation: Choose a unique name for your BV and check its availability with the Trade Register of the Dutch Chamber of Commerce (Kamer van Koophandel). You can perform a name search on their website.
  2. Articles of Association: Prepare the Articles of Association (statuten) for your BV. These documents outline the company’s purpose, activities, share structure, and other key details.
  3. Notarial Deed: The Articles of Association must be notarized by a Dutch civil-law notary. The notary will assist in drafting the deed and ensure its compliance with Dutch law.
  4. Capital Requirement: BVs in the Netherlands used to have a minimum share capital requirement, but as of October 1, 2012, this requirement has been abolished. However, the Articles of Association should still mention the share capital structure.
  5. Bank Account: Open a Dutch bank account in the company’s name. This account will be used for depositing the share capital and managing financial transactions.
  6. Registration: Register your BV with the Trade Register of the Chamber of Commerce. You will need to provide the notarial deed, Articles of Association, and other required information.
  7. Tax and Social Security: Register for taxes and social security with the Dutch Tax and Customs Administration (Belastingdienst). This includes obtaining a tax number (fiscaal nummer) and, if applicable, a VAT number (BTW-nummer).
  8. Employer Registration: If your BV plans to hire employees, you need to register as an employer with the Dutch Employee Insurance Agency (Uitvoeringsinstituut Werknemersverzekeringen, UWV).
  9. Municipality Registration: Register your company’s address with the local municipality (gemeente) where your BV will be located.
  10. Licenses and Permits: Depending on your business activities, you might need specific licenses or permits. Check with relevant authorities to ensure compliance.

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What are the requirements for holding a position of director, manager/ supervisor, company secretary, etc. in The Netherlands’s foreign-funded Limited Liability companies?

  1. Director (Bestuurder):
    • Age and Legal Capacity: Directors must be at least 18 years old and have legal capacity to act.
    • Residency: There is no strict requirement for directors to be Dutch residents; non-residents can also be directors.
    • Requirement: Minimum of one director is required.
    • Registration: Directors’ information must be registered with the Trade Register of the Dutch Chamber of Commerce.
    • Liability: Directors have legal responsibilities and can be held personally liable for certain company actions.
  2. Manager/Supervisor (Manager/Toezichthouder):
    • Role: Managers or supervisors might not be required for all BVs, but if appointed, they oversee and monitor the activities of the company’s directors.
    • Skills and Expertise: Managers/supervisors should have the necessary skills and expertise to fulfill their monitoring duties effectively.
    • Liability: Like directors, managers/supervisors also have certain legal responsibilities and might be liable for failure to fulfill their oversight duties.
  3. Company Secretary (Secretaris):
    • Role: While not mandatory for all BVs, a company secretary can assist in administrative and compliance matters.
    • Skills and Expertise: A company secretary should be knowledgeable about company law and regulations.
    • Liability: Company secretaries might also have legal responsibilities, especially related to accurate record-keeping and compliance.
  4. Ultimate Beneficial Owner (UBO):
    • UOB refers to the natural person who ultimately owns or controls the company. The concept of UBO is crucial for tansparency and combating money laundering and financial crimes.
    According to Dutch law, the UBO is someone who meets one or more of the following criteria:
    • Direct Ownership: A natural person who directly or indirectly owns more than 25% of the shares in the BV.
    • Control Through Other Means: A natural person who exercises control over the BV through other means, such as a significant influence over the company’s management or control over more than 25% of the voting rights.
    • Ownership Chain: If no individual meets the criteria above, the UBO is the natural person at the top of the ownership chain who ultimately owns or controls the BV.

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How long the share capital of a The Netherlands Foreign-funded Limited Liability Company must be hold before it can be sold?

There is no specific minimum holding period for the share capital of a foreign-funded Limited Liability Company (BV) in the Netherlands before it can be sold.
Unless the articles of association are provided otherwise, the shares of a BV are not transferable.

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Is a Resident Shareholders required for incorporation of Foreign-funded Limited Liability Company in The Netherlands?

No. Non-resident individuals or legal entities are allowed to be shareholders in a Dutch BV.
This means that a BV can be fully owned by foreign individuals or entities without the need for a resident shareholder.

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Is a Resident Director required for incorporation of Foreign-funded Limited Liability Company in The Netherlands?

The Netherlands does not have a strict requirement for a Foreign-funded Limited Liability Company (BV) to have a resident director during its incorporation.
Non-resident individuals can serve as directors in a Dutch BV.
This means that a BV can be established without the necessity of a resident director.

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Is there a company secretary required for incorporation of Foreign-funded Limited Liability Company in The Netherlands?

The Netherlands does not have a strict requirement for a company secretary in the incorporation of a Foreign-funded Limited Liability Company (BV).
Unlike in some other countries, the appointment of a company secretary is not mandatory for all BVs.

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What are the qualifications of a legal representative in The Netherlands Foreign-funded Limited Liability?
Can a foreigner act as a legal representative?
If yes, he/she need a place of residence in The Netherlands?

Legal representative of a Foreign-funded Limited Liability Company (BV) in the Netherlands is typically referred to as a “director” or “bestuurder” in Dutch.

  1. Qualifications: There are no strict nationality requirements for directors in a Dutch BV. Foreigners can indeed act as legal representatives. They can be individuals or legal entities. The key qualifications for a director generally include being of legal age, having legal capacity to act, and not being disqualified due to legal or regulatory reasons.
  2. Residency: There is no strict requirement for a director to be a resident of the Netherlands. Non-resident individuals and legal entities are allowed to serve as directors in a BV. This means that a foreigner can act as a legal representative (director) of a BV without needing to have a place of residence in the Netherlands.

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Is it possible to establish a The Netherlands foreign-owned company through an offshore company as holding company?

Yes, it is possible to establish a foreign-owned company in the Netherlands using an offshore company as a holding company.

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What are the special features of The Netherlands wholly foreign-owned limited liability company (LLC)?

  1. Separate Legal Entity: A Netherlands BV is a separate legal entity from its shareholders. This means that the company’s liabilities are generally limited to its assets, and shareholders are not personally liable for the company’s debts and obligations.
  2. Limited Liability: Shareholders’ liability is typically limited to their capital contributions. Their personal assets are protected from the company’s liabilities.
  3. Flexible Ownership: A BV can be fully foreign-owned, meaning that foreign individuals or entities can own all the shares in the company.
  4. Minimum Capital Requirement Abolished: As of October 1, 2012, the Netherlands abolished the minimum share capital requirement for BVs. This provides more flexibility in terms of initial capitalization.
  5. Corporate Governance: BVs have a clear corporate governance structure with directors responsible for the management of the company and shareholders having the ability to influence company decisions through general meetings.
  6. Privacy and Disclosure: While BVs are required to disclose certain information to the Chamber of Commerce, the level of public disclosure is generally lower compared to some other legal entities.
  7. Tax Treaties: The Netherlands has an extensive network of tax treaties, making it a favorable location for international business activities.
  8. Flexible Structure: BVs have flexibility in terms of share structure, decision-making processes, and the ability to issue different classes of shares.

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The Netherlands Foreign investment: permitted industries, restricted industries (licensed industries) and prohibited industries.
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Are The Netherlands foreign-investment industries and products be listed in a positive or negative list?
Or are there different approaches for foreign investment from different countries?

The Netherlands does not have a strict positive or negative list for foreign investment industries and products.
Instead, the country generally follows an open and liberal approach to foreign investment.
Different approaches for foreign investment from different countries are not commonly practiced in the Netherlands.
The country tends to have a consistent and non-discriminatory approach to foreign investment, treating investors from different countries on equal terms.
On 1 June 2023, The Netherlands introduced a broad investment screening regime applicable to local and foreign acquirer. The Bureau Toetsing Investeringen (BTI) is the screening agency.

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In the positive list, what are the industries that foreign investment is allowed to invest in, which are the industries that are restricted for foreign investment (licensed industries), and the industries that are prohibited to invest in by foreign investment?
Will the positive list be different for different countries?

The Netherlands does not typically have a strict positive list, restricted list (licensed industries), or prohibited list for foreign investment similar to what is seen in some other countries.
Instead, the Netherlands generally follows an open and non-discriminatory approach to foreign investment.
On 1 June 2023, The Netherlands has mandatory screening regimes for certain acquisitions in the energy and telecoms sector.

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In the negative list, what are the industries that foreign investment is allowed to invest in, the industries that are restricted to foreign investment (licensed industries), and the industries that are not allowed to invest in foreign investment?
Will the negative list be different for different countries?

The concept of a “negative list” is often used in some countries to specify industries or sectors where foreign investment is restricted or prohibited.
However, the Netherlands does not typically operate with a strict negative list system.
In the Netherlands, foreign investment is generally encouraged across various industries and sectors without strict restrictions on specific sectors.
However, there might be certain sectors that have specific regulations, requirements, or restrictions due to national security concerns, environmental considerations, or other factors.
These regulations apply to both domestic and foreign investors and are not exclusive to foreign investment.
The specific content of a negative list, if applicable, can vary widely from country to country.
Different countries might have different approaches to foreign investment regulation, and the existence and content of such lists depend on national policies, economic priorities, and other factors.

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What are the restriction on foreign investment in The Netherlands? For instance, what is the minimum share capital amount?
What are the rules for foreign shareholding ratio? Other?
Are they different for different countries?

  1. Minimum Share Capital: The Netherlands abolished the minimum share capital requirement for BVs as of October 1, 2012. This means that BVs can be established without a specific minimum amount of share capital. The flexibility in capitalization allows companies to adapt their capital structure based on their needs.
  2. Foreign Shareholding Ratio: There are generally no strict regulations on the foreign shareholding ratio in a BV. Foreign investors can fully own a BV, and the shares can be held by individuals or legal entities from both within the EU and outside the EU.
  3. Sector-Specific Regulations: While the Netherlands generally has an open approach to foreign investment, there might be specific regulations or considerations for certain sectors, especially those related to national security, public order, and other sensitive areas.
  4. Anti-Money Laundering Regulations: The Netherlands, like many countries, has regulations in place to prevent money laundering and terrorist financing. This includes Know Your Customer (KYC) requirements and due diligence measures.
  5. Tax Considerations: Foreign investors should also consider the tax implications of their investments in the Netherlands, including withholding taxes, corporate taxes, and potential benefits from the country’s extensive tax treaty network.

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What are the licensed industries in The Netherlands?
What is the difference between the industries that allow foreign investment, the industries that restrict foreign investment (licensed industries), and the industries that do not allow foreign investment?

The Netherlands generally does not have a strict list of licensed industries where foreign investment is restricted or prohibited.

  1. Industries Allowing Foreign Investment: Most industries in the Netherlands are open to foreign investment without strict limitations. Foreign investors are encouraged to invest in various sectors, and the regulatory environment is designed to promote investment and economic growth.
  2. Industries with Restrictions: If there are any sectors with restrictions, these restrictions are likely to be related to specific concerns such as national security or environmental protection. Foreign investors might need to fulfill certain requirements, obtain permits, or undergo additional scrutiny when investing in such sectors.
  3. Prohibited Industries: As of my last update, the Netherlands does not generally prohibit foreign investment in specific industries. However, there might be sectors that are subject to specific regulations due to their sensitive nature.

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The Netherlands-Foreign-funded Limited Liability Company document certification.
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What are the relevant investment documents required to establish a Foreign-funded Limited Liability Company in The Netherlands?
Are there different documents for different countries?

  1. Articles of Association: This document outlines the company’s name, purpose, share capital, structure, management, and other relevant details. It needs to be drafted in accordance with Dutch company law.
  2. Proof of Identity: Identification documents of the founders and shareholders, such as passports or identity cards.
  3. Proof of Address: Address verification for founders and shareholders, which could be utility bills or bank statements.
  4. Declaration of Incorporation: This is a formal declaration signed by the incorporators, indicating their intention to establish the company and their agreement to the company’s Articles of Association.
  5. Shareholders’ Agreement (optional): If there are specific agreements among shareholders regarding ownership, management, or decision-making, a shareholders’ agreement may be included.
  6. Residence Permit (if applicable): Non-EU founders or shareholders may need to provide evidence of their right to reside and work in the Netherlands.
  7. Appointment of Directors: Information and identification documents of the directors appointed to manage the company.
  8. Chamber of Commerce Registration: A registration form needs to be submitted to the Dutch Chamber of Commerce.
  9. Bank Account Details: The company needs to open a bank account in the Netherlands, and relevant bank account information is required.
    The specific requirements and documents may vary based on the individual circumstances of the founders, shareholders, and the nature of the business.

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What are the procedures for the certification of documents related to the investment of Foreign-funded Limited Liability Company in The Netherlands?
Are there different document authentication procedures for different countries?

  1. Notarization and Translation: Depending on the country where the documents were issued, you might need to have them notarized or certified by a competent authority. Additionally, if the documents are not in Dutch, you might need to provide official translations.
  2. Apostille or Legalization: If the documents are from a country that is a signatory to the Hague Apostille Convention, you might need to obtain an Apostille from the competent authority in your country. This step verifies the authenticity of the document for use in the Netherlands. If your country is not a part of the Apostille Convention, you might need to go through a legalization process at your country’s embassy or consulate in the Netherlands.
  3. Verification by Dutch Authority: After obtaining the Apostille or legalization, you might need to verify the documents with the Dutch authorities. This might involve presenting the documents to the appropriate Dutch authorities or institutions, such as the Dutch Chamber of Commerce.
  4. Certified Translations: If your documents are not in Dutch, you’ll likely need to provide certified translations prepared by an authorized translator.
  5. Submission of Documents: Once you have the certified and verified documents, you can submit them as part of the application process for establishing the Foreign-funded LLC.
    Specific requirements for document certification and authentication can differ based on the country of origin of the documents, the type of documents, and any international agreements in place between your country and the Netherlands.

R-nl-llc-4 The Netherlands – Bank Account Opening of Foreign Subsidiaries
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What is the sequence steps of set up a Foreign-funded Limited Liability Company in The Netherlands with share capital paid in place and opening a bank account? Which one should come first?

  1. Deposit Share Capital: Deposit the share capital amount in the company’s bank account. The share capital can be any amount, as there is no minimum requirement.
  2. Incorporate the Company: File the necessary documents, including the Articles of Association, at the Dutch Chamber of Commerce (Kamer van Koophandel) to officially incorporate the company.
  3. Open a Business Bank Account: Open a business bank account in the Netherlands. Different banks have varying requirements, so choose one that suits your needs.

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What are the usual KYC regulations when opening a bank account with a Foreign-funded Limited Liability Company in The Netherlands?

  1. Identification Documents: The LLC and its beneficial owners (shareholders, directors, and anyone with significant control) will need to provide valid identification documents. This can include passports, national ID cards, or other government-issued identity documents.
  2. Proof of Address: Banks often require proof of address for the LLC and its beneficial owners. Utility bills, bank statements, or official government correspondence are commonly accepted.
  3. Company Documents: You’ll need to provide the official registration documents of the LLC, such as the Chamber of Commerce extract, Articles of Association, and any relevant licenses or permits.
  4. Beneficial Ownership Information: Banks will want to know who the ultimate beneficial owners (UBOs) of the company are. This includes individuals who directly or indirectly own or control a significant portion of the company.
  5. Business Activities and Source of Funds: Banks might ask about the nature of the LLC’s business activities and the source of funds for the initial capital deposit and ongoing transactions.
  6. Business Plan and Purpose: Some banks might request a business plan or detailed information about the LLC’s intended business activities and purpose.
  7. Expected Transaction Volume: Banks might inquire about the expected transaction volume and types of transactions the LLC will engage in.
  8. Relationship with the Bank: Banks might inquire about the nature of your relationship with the bank and why you’ve chosen that particular bank.
  9. Anti-Money Laundering (AML) and Due Diligence: Banks will conduct due diligence to ensure compliance with AML regulations, which might involve asking additional questions or performing additional checks.

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Will the bank require a The Netherlands local director when opening a bank account for a The Netherlands wholly foreign-owned limited liability company (LLC)?

In the Netherlands, it is a requirement to have a local director to open bank account.
However, bank account need not be opened in Dutch bank especially for LLC.

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Will the bank require foreign legal representative have to be physically present for the bank interview, when opening a bank account with a Foreign-funded Limited Liability Company in The Netherlands?

In many cases, banks do require at least one authorized representative, which might include a director, shareholder, or another authorized individual, to be present during the account opening process.

R-nl-llc-5 The Netherlands – Staff Work Permit, Visa, and Residence
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Can a Foreign-funded Limited Liability Company in The Netherlands send expatriates to The Netherlands as the Investor’s role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences in different countries?

Yes.

  1. Work Permit: Expatriates typically need a work permit to legally work in the Netherlands. Work permits are usually tied to specific roles within the company. There are 2 types of permits, tewerkstellingsvergunning – TWV (work permit) (shorter than 90 days) and gecombineerde vergunning voor verblijf en arbeid – GVVA (combined residence and work permit) (work for more than 3 months).
  2. Visa: In most cases, expatriates will need a visa to enter the Netherlands. The type of visa might depend on the purpose and duration of their stay.
  3. Residence Permit: For longer stays, a residence permit might be required. This permit allows expatriates to legally reside and work in the Netherlands.
  4. Application Requirements and Documents: The specific requirements and documents for work permits, visas, and residence permits can include a valid passport, employment contract, proof of qualifications, proof of sufficient funds, company documents, and more.
  5. Procedures: The procedures involve submitting applications to the relevant Dutch authorities, such as the Dutch Immigration and Naturalization Service (IND) and the Ministry of Foreign Affairs. Depending on the specific permit, the process might involve interviews, health checks, and biometric data collection.
    Some countries might have special agreements or simplified processes for certain types of permits.

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Can a Foreign-funded Limited Liability Company in The Netherlands send expatriates to The Netherlands as the employee role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences for different countries?

Yes.

  1. Work Permit: Expatriate employees typically need a work permit to legally work in the Netherlands. The work permit is often tied to a specific job offer from the Dutch company. There are 2 types of permits, tewerkstellingsvergunning – TWV (work permit) and gecombineerde vergunning voor verblijf en arbeid – GVVA (combined residence and work permit) (work for more than 3 months).
  2. Visa: Expatriate employees will usually need a visa to enter the Netherlands for employment purposes. The type of visa might depend on factors such as the duration of the employment and the role.
  3. Residence Permit: For longer stays, a residence permit is required to legally reside and work in the Netherlands. The residence permit is often linked to the work permit.
  4. Application Requirements and Documents: Common requirements include a valid passport, employment contract, educational qualifications, proof of sufficient funds, and potentially a clean criminal record certificate. The Dutch company might also need to provide documents related to the job offer and its legitimacy.
  5. Procedures: The process involves submitting applications to the relevant Dutch authorities, such as the Dutch Immigration and Naturalization Service (IND) and the Ministry of Foreign Affairs. Depending on the specific permit, the process might include interviews, health checks, and biometric data collection.
    Some countries might have special agreements or simplified processes for certain types of permits.

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What are the evaluation factors or requirements for a Foreign-funded Limited Liability Company in The Netherlands when applying work permit, visa, and residence permit?
What is the relationship with the salary, capital, and turnover of Foreign-funded Limited Liability Company?
Are there differences for different countries?

  1. Job Role and Qualifications: The relevance of the job role to the employee’s qualifications and experience is a significant factor. The role should typically align with the employee’s expertise and background.
  2. Salary: The salary offered to the employee is an important consideration. It’s generally expected that the offered salary is competitive and meets the industry standards and legal requirements.
  3. Company Financials: While specific capital or turnover requirements might not be directly linked to work permits or residence permits, the financial stability of the LLC could indirectly influence the evaluation. A financially stable company is more likely to be seen as capable of fulfilling its commitments.
  4. Market Demand: The demand for the specific skills or expertise of the employee in the Dutch labor market can affect the evaluation process.
  5. Company’s Business Plan: The company’s business plan, including its growth projections and potential contribution to the Dutch economy, might also be considered.
  6. Work Experience: The employee’s work experience and its relevance to the Dutch job market could impact the evaluation.
  7. Educational Qualifications: The level and relevance of the employee’s educational qualifications to the job role are taken into account.
  8. Language Proficiency: Depending on the role and industry, Dutch language proficiency might be required or beneficial.
  9. Criminal Record: A clean criminal record is usually required for work and residence permits.
  10. Health Insurance: Proof of health insurance coverage for the employee might be necessary.
  11. Local Job Market: The current situation of the local job market and demand for specific skills might influence the evaluation process.
    Some countries might have bilateral agreements that simplify the process for citizens of those countries.

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The Netherlands- Registered Address and Operating Address of Foreign-funded Limited Liability Company in The Netherlands.
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What are the regulations on the registered address during the company registration and future operating address of a Foreign-funded Limited Liability Company in The Netherlands?

  1. Registered Address:
    • During Registration: When registering the LLC, you need to provide a registered address. This address is where official correspondence and legal documents will be sent. It doesn’t necessarily have to be the same as the operating address.
    • Requirements: The registered address must be a physical address in the Netherlands. It can be the address of a physical office space, a business center, or a similar location. A PO Box address is generally not acceptable as the registered address.
  2. Operating Address:
    • During Operation: The operating address is where the day-to-day business activities of LLC take place. This is the location where the company conducts its business operations, meetings, and interactions.
    • Requirements: The operating address should also be a physical address in the Netherlands. It’s where clients, suppliers, and other parties can reach the company. It’s important for business transparency and credibility.
  3. Virtual Office: Some companies use virtual office services to provide a registered address. These services can handle mail and provide a professional address even if the company doesn’t have a physical office.
    The registered address and operating address can be different.
    Many companies choose to have a separate registered address for administrative purposes, especially if they don’t have physical office space.

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What are the specific regulations or requirements of a registered office address for a permitted industry of an LLC in The Netherlands?

  1. Physical Address: The registered office address must be a physical address in the Netherlands. This address is used for official correspondence and legal notifications.
  2. Compliance: The registered office address should comply with local zoning and regulatory requirements. It should be in a location where business activities are allowed according to the zoning regulations.
  3. Business Transparency: The registered office address contributes to the transparency of the company’s operations. It’s where clients, suppliers, and authorities can reach the company.
  4. Notification of Changes: If there’s any change in the registered office address, you must promptly update the Dutch Chamber of Commerce (KvK) and other relevant authorities.
  5. Operating Address: It’s important to note that the registered office address can be different from the operating address. The operating address is where the day-to-day business activities take place.
  6. Flexibility: Some companies choose to use virtual office services to provide a registered office address. These services can handle mail and provide a professional address.
  7. Industry-Specific Considerations: Depending on the nature of the permitted industry, there might be specific regulations related to the physical location or facility requirements. For instance, if the industry involves certain environmental or safety considerations, the registered address might need to adhere to those requirements.
  8. Licenses and Permits: Depending on the industry, the company might need specific licenses or permits to operate legally. The registered office address should align with the requirements of such licenses.

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Amount of investment, registered capital, and government fees for Foreign-funded Limited Liability Company in The Netherlands.
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Are there any regulations on authorized share capital, registered share capital and paid-up share capital of a Foreign-funded Limited Liability Company in The Netherlands?
Is there any requirement for minimum funds to be in place within a certain period?

  1. Authorized Share Capital: The authorized share capital is the maximum amount of share capital that the company is authorized to issue. In the Netherlands, there is no legal requirement to have a specific authorized share capital amount. However, the company’s Articles of Association (AoA) typically specify this amount. The authorized share capital can be used to determine the company’s financial capacity.
  2. Registered Share Capital: The registered share capital is the amount of share capital that is stated in the company’s Articles of Association. It’s the nominal value of the shares that the shareholders have committed to subscribing to. The registered share capital is important for determining the company’s financial structure.
  3. Paid-Up Share Capital: The paid-up share capital is the portion of the registered share capital that has been paid by the shareholders. The minimum required paid-up share capital for an LLC in the Netherlands is €0.01, which means that the company can be established with a minimal contribution from the shareholders. However, it’s common for companies to have a higher paid-up share capital to reflect their financial stability.
    There is no specific requirement for a minimum amount of funds to be in place within a certain period after incorporation.

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What is the relation between government fees with authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company in The Netherlands?

Generally, government fees are often influenced by the structure and financial aspects of the company, but they are not directly tied to these capital components.

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Application of Certificate Number for a Foreign-funded Limited Liability Company in The Netherlands
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What are the company certificate numbers needed to apply with the relevant legal entities for a foreign-funded Limited Liability Company in The Netherlands?

  1. Chamber of Commerce (KvK) Number: This is a unique identification number assigned to companies registered with the Dutch Chamber of Commerce. It’s a fundamental identifier for business entities in the Netherlands.
  2. Tax Identification Number (TIN): A TIN is used for tax-related purposes and is essential for conducting business in the Netherlands. It’s required for taxation and financial reporting.
  3. VAT Identification Number: If your LLC engages in taxable activities in the Netherlands, it might need a VAT identification number for invoicing and reporting VAT.
  4. Employee Identification Numbers: If your LLC hires employees, you’ll need to obtain identification numbers for them, such as social security numbers or employee registration numbers.
  5. Trade License Numbers: Depending on the nature of your business, you might need specific trade licenses or permits. These might have associated license or permit numbers.
  6. Social Security Numbers: These might be required for individuals associated with the LLC, such as directors, managers, or employees.
  7. Residence Permit or Visa Numbers: If your LLC is sponsoring work permits, visas, or residence permits for foreign employees, you might need reference numbers associated with these permits.

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What are the certificate application for the Foreign-funded Limited Liability Company in The Netherlands as a tax entity?

  1. Tax Identification Number (TIN): This number is essential for tax-related purposes in the Netherlands. It is required for various tax filings, communications with tax authorities, and financial transactions.
  2. VAT Registration: If your LLC engages in taxable activities, you might need to register for Value Added Tax (VAT) with the tax authorities. This involves obtaining a VAT identification number.
  3. Corporate Income Tax (CIT) Registration: Registering for Corporate Income Tax is necessary for your LLC’s tax compliance. This registration establishes your company’s tax obligation in the Netherlands.
  4. Obtaining Certificates of Fiscal Residency: If your LLC is eligible for tax treaties, you might need to apply for certificates of fiscal residency to benefit from reduced withholding tax rates.

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What are the certificate application for Foreign-funded Limited Liability Company in The Netherlands in relation to withholding tax on salary and employee benefits?

  1. Employer Identification Number (EIN): If your LLC has employees in the Netherlands, you will need to obtain an EIN for tax purposes related to employment and withholding tax on salaries.
  2. Social Security Number (BSN): Employees need a Social Security Number (BSN) for tax and social security purposes in the Netherlands.

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What are the other independent certificate numbers or application, or declaration related to the government’s jurisdiction for Foreign-funded Limited Liability Company in The Netherlands?

  1. Import and Export Declarations: If your LLC engages in importing or exporting goods, you might need to apply for an Economic Operators Registration and Identification (EORI) number for customs purposes.
  2. Environmental Permits: If your business activities have environmental implications, you might need to obtain specific permits related to environmental regulations.
  3. Data Protection Registration: If your LLC collects and processes personal data, you might need to register with the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) and obtain a registration number.
  4. Trademark or Intellectual Property Registrations: If your LLC uses trademarks or holds intellectual property, you might need to register them with the relevant authorities.
  5. Health and Safety Certifications: Depending on the nature of your business, you might need to comply with health and safety regulations and obtain relevant certifications.
  6. Professional Licenses: Certain industries might require professional licenses or certifications for specific activities.

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To summarize: Which of the following certificate numbers do Foreign-funded Limited Liability Company in The Netherlands need to apply for?
National (federal) company certificate number, provincial (state) company certificate number, national (federal) tax certificate number, provincial (state) tax certificate number, national value-added tax certificate number, provincial (state) value-added tax certificate number, social insurance card number, medical insurance card number, pension certificate number, other funds such as housing fund certificate number, labor union certificate number, import and export certificate number, and franchise industry certificate number.

  1. National (Federal) Company Certificate Number: Generally, LLCs need to be registered with the Chamber of Commerce and obtain a company registration number.
  2. National (Federal) Tax Certificate Number: This is typically required for tax purposes, including corporate income tax.
  3. National Value-Added Tax (VAT) Certificate Number: If your LLC is subject to VAT, you’ll need a VAT identification number.
  4. Social Insurance Card Number: This might be relevant if your LLC employs workers and needs to contribute to social insurance programs.
  5. Pension Certificate Number: If your LLC provides pension benefits to employees, there could be requirements for pension-related documentation.
  6. Import and Export Certificate Number: If your LLC is involved in import and export activities, you might need an Economic Operators Registration and Identification (EORI) number.
  7. Franchise Industry Certificate Number: If your LLC operates in a franchise industry, there might be specific requirements or certifications related to this.
    Provincial (state) company or tax certificate numbers might depend on the specific regulations of the Dutch provinces.
    Medical insurance card number, housing fund certificate number, labor union certificate number, and other specific certificates could also apply depending on the nature of your business and your engagement with employee benefits and social programs.

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Incorporation procedures of The Netherlands-Foreign-funded Limited Liability Company and key matters
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What are the procedures of setting up a Foreign-funded Limited Liability Company in The Netherlands? Documents required? Competent Government unit? Websites?

Procedures:

  1. Choose a Business Structure: Decide on the type of Foreign-funded LLC you want to establish and its legal structure.
  2. Reserve a Company Name: Check the availability of your desired company name and reserve it with the Chamber of Commerce (Kamer van Koophandel or KvK).
  3. Prepare Articles of Association: Draft the Articles of Association, which outline the company’s internal rules and structure.
  4. Appoint Directors and Officials: Appoint directors, managers, and other key officials for your LLC.
  5. Provide Notarized Identity Documents: Provide notarized copies of identification documents for directors and shareholders.
  6. Secure a Registered Address: Obtain a registered address for your LLC in the Netherlands.
  7. Deposit Share Capital: Deposit the required share capital into a Dutch bank account.
  8. Submit Documents to KvK: Prepare and submit all necessary documents, including the Articles of Association and identification documents, to the Chamber of Commerce.
  9. Receive Company Registration: Once approved, you’ll receive a company registration number.
  10. Register for Tax Purposes: Register your company for tax purposes, including obtaining a tax identification number.
  11. Apply for VAT Number: If applicable, apply for a Value Added Tax (VAT) identification number.
    Documents Required:
    • Articles of Association
    • Notarized copies of identification documents for directors and shareholders
    • Proof of registered address
    • Documentation related to company structure and officials
    • Proof of share capital deposit
    Competent Government Unit:
    The competent government unit for registering your Foreign-funded LLC is the Chamber of Commerce (Kamer van Koophandel or KvK).
    Relevant Websites:
    • Kamer van Koophandel (Dutch Chamber of Commerce)     https://www.kvk.nl/
    • Dutch Tax and Customs Administration https://www.belastingdienst.nl/wps/wcm/connect/nl/home/home

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What are key consideration matters of when deciding to set up foreign-funded limited liability company in The Netherlands?

  1. Business Plan: Develop a comprehensive business plan outlining your company’s goals, target market, products or services, and financial projections. A well-defined plan will help guide your decisions and attract potential investors or partners.
  2. Legal Structure: Decide on the legal structure that best suits your business needs. LLCs are a common choice due to their liability protection and flexible management structure.
  3. Market Research: Conduct thorough market research to understand the demand for your products or services in the Netherlands. Analyze competitors, potential customers, and market trends.
  4. Regulations and Compliance: Familiarize yourself with Dutch business regulations, tax laws, and industry-specific regulations. Ensure that your business operations comply with all legal requirements.
  5. Financial Considerations: Evaluate the financial aspects of your venture, including initial capital requirements, ongoing operational costs, and potential sources of funding.
  6. Location: Choose a suitable location for your business operations. The Netherlands offers well-connected cities with access to infrastructure, skilled labor, and markets.
  7. Available Resources: Assess the availability of skilled employees, suppliers, and partners. Consider how easy it is to find and hire qualified staff.
  8. Taxation: Understand the Dutch tax system, including corporate income tax, value-added tax (VAT), and other applicable taxes. Plan your tax strategy accordingly.
  9. Intellectual Property: If your business involves intellectual property, protect your trademarks, copyrights, and patents in the Netherlands.
  10. Workforce: Consider the labor market and employment laws in the Netherlands. Understand the hiring process, employment contracts, and regulations related to employees.
  11. Cultural and Language Factors: Understand the local culture and business etiquette. Language may also be a consideration depending on your target market and business interactions.
  12. Government Incentives: Explore any government incentives or support programs for foreign investors or startups in the Netherlands.
  13. Legal and Financial Advisors: Seek guidance from legal and financial advisors who are familiar with Dutch business regulations and can help you navigate the complexities of setting up a foreign-owned company.
  14. Long-Term Strategy: Develop a long-term growth strategy for your business in the Netherlands, including expansion plans and potential exit strategies.

Contact Us

Amsterdam Evershine BPO Service Limited Corp.
Email: ams4ww@evershinecpa.com
The Engaging Manager from Headquarter
Ms. Anna Wang, Speak Dutch English and Chinese.
skype: burlinna

or
For investment structure relevant to multi-national tax planning and Financial & Legal Due Diligence for M&A (Merge and Acquisition), send an email to HQ4ams@evershinecpa.com
Dale Chen, Principal Partner/CPA in Taiwan+China+UK will be accountable for your case.
linkedin address:Dale Chen


Additional Information

Evershine CPAs Firm Headquarters
6th Floor 378 Chang Chun Rd., Taipei City, Taiwan ROC
Partner Kerry Chen, USA Graduate School and a well-English speaker
Tel No.: +886-2-27170515 ext. 105
Mobile: +886-939357000
Email: kerrychen@evershinecpa.com
Skype: oklahomekerry

Evershine has 100% affiliates in the following cities:
Headquarter, Taipei, Xiamen, Beijing, Shanghai, Shanghai,
Shenzhen, New York, San Francisco, Houston, Phoenix Tokyo,
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Evershine Potential Serviceable City (2 months preparatory period):
Evershine CPAs Firm is an IAPA member firm headquartered in London, with 300 member offices worldwide and approximately 10,000 employees.
Evershine CPAs Firm is a LEA member headquartered in Chicago, USA, it has 600 member offices worldwide and employs approximately 28,000 people.
Besides, Evershine is Taiwan local Partner of ADP Streamline ®.
(version: 2024/07)

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