N.V. Company Registration in the Netherlands - Business Starting & Setup

The legal system of the Netherlands is based on civil law system incorporating French penal theory.

Constitution does not permit judicial review of acts of the States General.

The Netherlands accept compulsory International Court of Justice jurisdiction with reservations.

The principal forms of business organization in the Netherlands are:

• Private limited liability company (Besloten Vennootschap, B.V.);
• Public limited liability company (Naamloze Vennootschap, N.V.);
• Cooperative (Coöperatief met wettelijke aansprakelijkheid/beperkte aansprakelijkheid/uitgesloten aansprakelijkheid, W.A./B.A./U.A.);
• Limited partnership (Commanditaire Vennootschap, C.V.);
• Sole proprietorship.

Please see below for the features of the Public limited liability company (N.V.).

A company name must satisfy the requirements of the Dutch Company Name Act (Handelsnaamwet) which are as follows:

• The suffix to denote public limited liability in the company name is ‘N.V.’.
• t may be expressed in Dutch or any language using Latin alphabet. Names in Cyrillic alphabet are not allowed.
• The name must not be confusing or misleading, which means one cannot choose a name that is identical or similar to an existing company’s name. In other words, a name should be unique in the sector and the region in which the company will be operating. So the proposed name must first be checked at the trade register of the Chamber of Commerce of the district where the company is to be situated. It is also possible to pay for the Chamber of Commerce to conduct a nationwide business name search.
• The name may not conflict with existing trademarks. The Chamber of Commerce does not investigate whether this is the case when a business is registered, the Benelux Trademark Agency in the Hague is responsible for protecting trademarks.
• The following names, their derivatives or foreign language equivalents require consent or a license: Bank, Building Society, Savings, Loans, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Trust, Trustees, Chamber of Commerce, Co-operation, Council, Municipal, as well as any other names that may suggest association with the banking or insurance business.

The following steps are required to incorporate NV in the Netherlands:

1. Check the company name for appropriateness and validity: As of July 2011, the Chamber of Commerce no longer carries out trade names searches. However, parties themselves can carry out a check on trade names online on the website of the Chamber of Commerce, free of charge.
2. Draft and sign the company’s deed of incorporation that is executed by a civil law notary: The deed of incorporation should contain all of the following: articles of association; name of the company; statutory seat (registered office); main objects of the company; details on the authorised share capital of the shares issued at incorporation; representation of the company by the directors (e.g. jointly or individually); details on the incorporator(s)/shareholder(s); appointment of the first managing director(s); and first financial period.
3. Register the company at the local chamber of commerce and obtain a registration number: The registration at the Chamber of Commerce can be done online or in person. If it is done online, it takes several hours to receive the registration number and if the documents are filed in person, it takes a week. Membership with the local chamber of commerce is mandatory.
4. Register with the local tax authorities and at the same office register for social security authorities: The registration form can be filed in a day but it will take 4–6 weeks for the tax office provides the required tax numbers. For income tax, a separate registration form must be filed and this can also take 4 weeks.

Usually a Dutch NV is incorporated in 2 – 6 weeks. However, in theory it is possible to have a BV fully incorporated within 5 working days depending on the cooperative behavior of the Civil Notary and processing time with the Chamber of Commerce at that particular moment.

Dutch banks have strict client acceptance policies and need e.g. to determine the ultimate beneficiary owner (UBO). Be aware that additional information regarding group structures, UBO, policy makers etc. will almost certainly be requested when UBO(s), directors, shareholders are non (EU) residents. Especially in case there is a link with off shore jurisdictions. Connections with Ultra High Risk Countries - Cuba, Iran, Myanmar, North Korea, Sudan and Syria – lead to decline of the application. Non-resident corporate account are still offered by a few banks, however not actively commercially promoted and easily granted.

There are a number of restrictions on the activities of a private company. It cannot undertake the business of banking, insurance, financial services, consumer credit related services and employment agencies unless a special permission is granted.

Dutch companies must maintain a registered office within the Netherlands and keep there a shareholders’ register, minutes and resolutions, share transfer documents, administrative and book-keeping records.

There are no statutory requirements for a Dutch company to have a seal.

The redomiciliation of companies to or from the Netherlands is not permitted.

A Dutch NV is required to have a minimum of one director who can be a natural person or a body corporate. Director’s details appear on the public file. There is no legal requirement for the directors to be Dutch residents. However, in order for the company to qualify as a tax resident and consequently take advantage of the double tax treaty network, it is recommended that the company be managed and controlled from the Netherlands. Thus the majority of its directors should be Dutch residents and all board meetings of the company should take place in the Netherlands. Furthermore it is recommendable to have at least one Dutch director regarding practical day-to-day issues such as renewal or change of bank contracts, opening additional bank accounts, close and modify contracts relating to telephone and internet subscriptions, lease contracts, post office boxes, changing data at the Chamber of Commerce.

Dutch companies are not required to appoint a company secretary.

A Dutch NV may have one or more shareholders, individuals or corporations of any nationality or residence. Shareholders’ details are disclosed to the local agent and will not appear on the public file unless the company has only one shareholder. However, it should be noted that the founders (initial shareholders) will appear on public record irrespective of their number. General meetings are to be held annually at the place provided for by the articles of association or, otherwise, in the municipality where the company has its registered office.

The register of beneficiaries in the Netherlands has been introduced since September 2020. Information can be conditionally divided into two groups: publicly available and confidential.

Publicly available information: full name, date of birth, citizenship, country of tax residence, nature and proportion of beneficial ownership. Confidential data includes: BSN number of a citizen of the Netherlands or TIN of a foreign citizen, country and place of birth, address of residence, copy of an identity document, documents confirming the fact of beneficial ownership. Only tax, law enforcement and judicial authorities in the Netherlands have access to confidential data.

Information that is in the public domain can be obtained after

Minimum authorized share capital of a Dutch NV is EUR 225,000. At least 20% of the authorized share capital - EUR 45,000 must be issued. Share capital must be denominated in EUR.

A NV can only issue registered shares; it is not permitted to have bearer shares or shares with no par value.

Renewal. Dutch companies are renewed annually and the renewal normally includes: payment of fees for nominee directors and shareholders (if any), registered office and fee payable to the Chamber of Commerce (which depends on the amount of the capital and number of employees).

A Dutch company can be dissolved:

• voluntarily by special resolution of its general meeting passed to this effect;
• where an event occurs which, according to the company’s articles of incorporation, leads to its dissolution;
• where it has been declared bankrupt;
• by decision of the Chamber of Commerce for a failure to fulfill certain administrative obligations;
• by court order in the cases provided for by law.

The resolution of the general meeting to dissolve the company must be filed with the trade register of the Chamber of Commerce together with the particulars of liquidator(s). If no liquidator is appointed, the management board acts as committee of liquidators. The words "in liquidation" must be added to the name of the company in all publications, letters, documents and announcements released from now on.

After the company is put into liquidation it continues to exist insofar this is necessary for the liquidation of its assets and discharge of its obligations. The liquidator prepares liquidation accounts and, if there is more than one shareholder, a plan of distribution. The plan of distribution sets out how the company’s assets and liabilities are to be divided between the parties entitled thereto. The liquidation accounts and the plan of distribution must be filed with the trade register and be deposited at the company’s office for public inspection.

The liquidator must publish in the Dutch Gazette and in a national daily newspaper a notice of dissolution specifying where the liquidation accounts and the plan of distribution have been deposited for public inspection. Within two months of the date of such publication, these documents can be inspected and an objection against them can be lodged by creditors or other interested parties. On expiry of this two-month period and in the absence of objections, the distribution of the liquidation proceeds can be effected. This step completes the liquidation procedure and the existence of the company, but the company’s books and records must be retained for a further period of seven years. The completion of the liquidation must be reported to the trade register of the Chamber of Commerce, together with the name and address of the custodian of the corporate books and records. The data and information recorded in the trade register with regard to the company at the time when it ceases to exist, is kept there for ten years afterwards.

If upon completion of the liquidation there appears to remain an asset to be liquidated, or a creditor or beneficiary that has not been satisfied, then the liquidation may be ‘reopened’ by a decision of the Court. In such case the company is ‘revived’, but solely for the purpose of re-liquidating the balance; to the extent that the beneficiaries have received too much, the liquidator is authorized to reclaim the balance already distributed.

If the company has no assets or outstanding obligations at the time of its dissolution, it will cease to exist as of the date of filing of the resolution with the trade register. In such case there will be no actual winding up of the affairs, and consequently no liquidators have to be appointed. The liquidation of the company will be filed with the trade register by the management board. The company's books and records will still need to be retained by the custodian for a period of seven years.

A company is dissolved by a decision of the Chamber of Commerce if the Chamber of Commerce has evidence that at least two of the following circumstances are applicable. The company for at least one year:

• after the due date has not paid the sum due for its registration in the trade register;
• no directors of the company are registered in the trade register for a period of at least one year, nor a report for such a registration has been made; or all the registered directors are deceased or appear to be unreachable for at least one year at the addresses mentioned in the trade register and at the addresses mentioned in the municipal personal record database or, no addresses are mentioned in that database for at least one year;
• has failed to comply with its obligation to disclose its annual accounting records or the balance sheet and notes;
• has not responded properly to a letter of formal notice to file a tax return for corporation tax.

If the Chamber of Commerce becomes aware that a company is eligible for dissolution, it will notify the company and its directors of the intention to dissolve the company and grounds for it. The Chamber of Commerce records this notification in the trade register. If there are no directors to give notice to or if there are no addresses for the directors to send notice to, the Chamber of Commerce ensures that the notification is published in the Dutch Gazette. If the costs of this publication cannot be recovered from the assets of the company, they are borne by the Ministry of Justice.

Eight weeks after the date of the notification the Chamber of Commerce by its decision dissolves the company unless the Chamber prior to this moment has received evidence that the failure mentioned in the notification is not or no longer applicable.

The decision of the Chamber of Commerce will be announced to the company and its registered directors. The Chamber of Commerce ensures that the dissolution is published in the Dutch Gazette. If it is not possible to appoint one or more liquidators, the Chamber of Commerce will act as liquidator of the assets. Upon the request of the Chamber of Commerce, the District Court shall appoint one or more other liquidators.

The District Court dissolves a company if:

• defects(imperfections) are attached to its formation;
• its articles of incorporation do not meet the statutory requirements;
• it does not fall under the statutory definition of its legal type.

The District Court does not dissolve the company if the court has granted the company for a specific period of time the opportunity to comply with the necessary statutory requirements and the company has fulfilled these requirements within that period. The District Court may dissolve a company if it violates the legal prohibitions set out for this type of company or if it acts to a serious degree in breach of its articles of incorporation. The dissolution is ordered by the District Court upon a request to this end of an interested party or of the Public Prosecution Service.