How to incorporate a Dutch private limited company (PLC) as an international investor

Holland is a popular European investment destination. The country’s economy is among the most developed in the EU, attracting numerous international entrepreneurs who feel right at home in Holland. They can take advantage of the incentives available to businesses in novel industries such as R&D, financial technology, blockchain & cryptocurrencies and renewable energy.

Regardless of the field of activity of the investor, there are several steps involving legal requirements and other formalities that need to be completed for the purpose of business form registration.

The procedures of non-legal nature that are not obligatory but recommended include the selection of a structure type. Foreigners often prefer to set up companies with limited liability, called “besloten vennootschap” or BV in Dutch.

What does an international entrepreneur need in order to set up a PLC in Holland?

International and local investors have identical rights when it comes to opening a Dutch company. As a matter of fact, foreign entrepreneurs moving to Holland can also benefit from certain tax advantages. Therefore the authorities do not differentiate between locals and international citizens willing to set up Dutch BVs.

As already mentioned, there are some voluntary steps for international investors who intend set up a business in Holland. They include the performance of marketing research and the preparation of a feasible business plan to follow once the company becomes operational. Then, there are the mandatory legal procedures.

Legal aspects of registering a Dutch PLC

The actual process of company registration with the respective authorities, i.e. the Tax Office and the Commercial Registry, is uncomplicated. First, you have to prepare certain documents and choose a location that will serve as your company’s seat/registered address. Prior to registration, you must also appoint a company manager.

As a business owner, you have to select suitable company names and submit them at the Commercial Registry. It is best to have 2 – 3 alternative names, one of which will become the trade name of your company.

First, you need to visit a Latin notary’s office to draft and notarize the company’s incorporation documents. These have to be prepared in Dutch.

Then, you need to submit the reserved business name, the incorporation deed and copies of your passports for approval to the Commercial Registry. After successful approval your company will receive a unique registration number and an incorporation certificate.

Further requirements after company registration

The process of business registration does not end with the issue of the company’s registration number. There are several more steps that need to be completed. As we mentioned earlier, the company must also be registered with the Tax Office. Your next stop will be there for the purpose of obtaining two registration numbers: for tax and for VAT. Once these numbers are issued, your company is free to perform commercial activities.

Another important aspect to consider when setting up a company in Holland is the licence for operation. The procedure depends on the scope of activities. There are different requirements and particular documents that need to be submitted for approval by the authority dealing with the particular field of operation. Fortunately the majority of the procedures can be completed online.

Incorporating a Dutch PLC is fairly easy, as the government has put efforts in streamlining the processes and papers to achieve maximum efficiency. The local authorities are also quite helpful and almost all necessary procedures can be completed online. Therefore an international entrepreneur can have a BV registered in less than a week.