Setting up your business in the netherlands december 2013

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Brochure for companies that would like to set up an establishment in Amsterdam and/or the Netherlands.


<ul><li><p>IN</p><p>SETTING</p><p>UPYOURBUSINESS</p><p>THENETHERLANDS</p></li><li><p>Table ofcontents</p><p>1 Setting up a Dutch B.V. (i.e. Ltd / SA / GmbH) ........................... 3</p><p>2. Opening a bank account .............................................................. 4</p><p>3. Registration at the Chamber of Commerce ................................. 5</p><p>4. Work and residence permits ......................................................... 6</p><p>5. Corporate Tax ............................................................................... 7</p><p>6. Labour ........................................................................................... 8</p><p>7. Office space ................................................................................ 10</p><p>8. Personal matters ......................................................................... 11</p><p>9. Grants and incentives ................................................................. 12</p><p>10. Amsterdam inbusiness in brief .................................................... 14</p><p>11. Expatcenter Amsterdam ............................................................. 15</p></li><li><p>3Setting up a Dutch B.V. </p><p>1a. What is a B.V. A private limited liability company, comparable </p><p>toLtd. (UK), Inc. (US), Sarl (France), GmbH (Ger-many). </p><p> Owned by shareholders, privately registered shares.</p><p> Shareholders are not personally liable for compa-ny losses in excess of amount that must be paid on their shares. </p><p>1b. Are there any restrictions for setting up a B.V.?</p><p> There are no special restrictions for an interna-tional entrepreneur to do business and set up a B.V. in the Netherlands.</p><p> As an international citizen you can start a B.V. by following the same rules as a Dutch citizen. You do not need to live in the Netherlands to set up a B.V. </p><p> The procedure for setting up a B.V. can be com-pleted from your home country.</p><p> The Netherlands offers one of the most efficient procedures for setting up a limited liability com-pany. </p><p>1c. Procedure for setting up a B.V. The procedure can be easily outsourced to a third par-ty, which will ensure the following steps are taken: </p><p>1. Set up bank account. </p><p>2. Check company name with Chamber of Commerce. </p><p>3. There is no minimum authorised, issued and paid up capital of a B.V. </p><p>4. Draw up notarial deed of incorporation (in the Dutch language, including at least a companys ar-ticles of association and the amount of issued share capital). While the B.V. is in the process of incorpo-ration, business may be conducted. </p><p>5. Within 8 days of incorporation, a companys data will be registered with the Trade Register (Handels-register) at the local Chamber of Commerce (Kamer van Koophandel). In the Netherlands, the Chamber of Commerce is a governmental organisation. </p><p>6. The Chamber of Commerce forwards business reg-istration details to the tax authorities. </p><p>7. Subsequently they will contact the company. </p><p>8. The complete procedure need not take longer than 1 to 2 weeks following submission of the required documents. Gathering the necessary information re-garding beneficial owners (first managing directors, etc.) by the incorporators is ofen the most time-con-suming aspect of the process. </p><p>Setting up a Dutch B.V. is a relatively simple procedure and can be completed within approximately two weeks.</p></li><li><p>4Opening aBank account </p><p>2a. Are there any restrictions? There are no special restrictions for an international company or person setting up a bank account in the Netherlands (e.g. Dutch nationality is not re-quired to set up a bank account). </p><p>2b. Opening a bank account for business To open an account, the following entities need to be identified and verified: The legal entity (B.V.). The director(s). The (ultimate beneficiary) owner(s), the legal </p><p>entity (parent company) and persons who own or control at least 10% of share capital or voting rights. </p><p>2c. Required documents 1. A (concept) deed of incorporation drawn up by a </p><p>civil law notary with an office in the Netherlands. A concept is only accepted in the case that the B.V. is being established. </p><p>2. Copy of passports of the directors and legal repre-sentatives mentioned in the deed of incor-poration. </p><p>3. Notary document stating addresses of directors in their country of origin. This is applicable for all directors who are not yet registered with the Dutch authorities as a resident of the Nether-lands. </p><p>4. Copy of the Company License of the parent com-pany showing the latest annual review status. </p><p>5. Copy of the latest Memorandum and Articles of Association, including all revisions. </p><p>6. Business registration certificate. </p><p>7. An organisational chart, submitted and signed by the director of the entity or legal represent-ative, showing all intermediate businesses. This chart must show which ultimate beneficial own-ers are involved in this business and represent-ing what percentage of ownership. </p><p>8. A verified and certified copy of the passport of the ultimate beneficial owners (UBO) who own or control at least 10% of share capital or voting rights. In the case that the UBO does not have a passport, a notary document stating/proving the persons identity is required. </p><p>9. All individual owners need to provide a notary document stating their addresses in their coun-try of origin. </p><p>2d. Procedure The process will take 2 to 3 weeks. Providing the necessary documents are available, the procedure can run parallel with setting up the B.V. In the case of a very low share capital (for example 0.01), opening the bank account can take place after the incorporation.</p><p>Banks such as ING, ABN AMRO and Rabobank are familiar with opening bank accounts for international companies and/or persons. </p></li><li><p>5Registration at the Chamber of Commerce </p><p>All businesses will be registered with the trade register of the Chamber of Commerce. This trade register is a source of information open to everyone and shows per business: </p><p> Trading name and a brief description of the business </p><p> Legal form and place of establishment Names and addresses of the owners, managers, </p><p>supervisory board members or partners The capital invested in the business and number </p><p>of employees</p><p>Registration of the B.V. with the Chamber of Commerce will be handled by the notary. </p></li><li><p>6Work and residence Permits </p><p>4a. Work permit If a foreign national from outside the EU/EEA is coming to the Netherlands to work for 3 months or longer, they can apply for a residence permit for one of the following reasons: 1. Working as a highly skilled migrant. A highly skilled migrant or knowledge migrant (ken-niswerker) is any foreign employee who is: coming to the Netherlands to work as an employee </p><p> earns &gt; 52.013 gross/year; or &gt; 38.141gross/ year, if younger than 30 years of age.</p><p>2. Working as a labour migrant. 3. Working as a self-employed person. </p><p>Other things to consider: If a foreign national from outside the EU/EEA is </p><p>coming to the Netherlands to work for a period of less than three months, they may have to apply for a business visa and/or work permit. </p><p> Nationals of the EU/EEA coming to the Nether-lands to work, to study, to stay as a non-worker or to stay as a family member, do not require a visa or MVV (temporary stay permit, machtiging tot voorlopig verblijf) to enter the Netherlands. </p><p>Nationals of the EU/EEA do not require a work per-mit or a residence permit to stay in the Netherlands, but should register with the immigration authorities. It is also advisable for EU citizens to apply for a regis-tration certificate with the IND, because some insti-tutions, such as the tax and customs administration and banks, may request such a certificate. </p><p>4b. Residence permit 1. In general, foreign nationals from outside the EEA (European Economic Area) and Switzerland who wish to visit the Netherlands briefly, for no longer than three months as a tourist, to visit fam-ily or to conduct business do require a short stay visa (either tourist or business) to enter the Nether-lands and other EU member states. Upon obtaining a visa, they can stay in the Netherlands for up to three months. </p><p>2. To stay for an uninterrupted period of more than three months, foreign nationals will generally re-quire authorisation for a residence permit (upon arriving in the Netherlands). </p><p>3. Nationals from the EEA and Switzerland, as well as some other countries (including the United States, Canada, Japan and Australia) do not require a visa to enter the Netherlands and other EU mem-ber states. They can stay in the Netherlands, with-out having to apply for the MVV and/or residence permit, for a maximum period of 90 days in total (within a six month period). </p><p>4. The Expatcenter can assist with these procedures (for more information see chapter 9).</p><p>The Expatcenter is familiar with the process of applying for work and residence permits and can assist with such procedures. </p></li><li><p>7CorporateTax </p><p>5a. Corporate Income Tax (CIT) Corporate income tax is levied at the following rates (2013): 20% on the first 200,000 of taxable profits. 25% on taxable profits in excess of 200,000. More important than CIT is the effective tax rate, </p><p>i.e. what tax payments effectively will amount to as a percentage of commercial profits. </p><p> In this regard, there are various tax planning tech-niques available when operating in or through the Netherlands to mitigate the effective tax rate on the warehousing, distribution, sales and manufacturing activities of a company in the Netherlands. </p><p> In order to know with certainty (in advance) what the Dutch tax position of a Dutch office will be, an </p><p>advance tax ruling from the tax inspector may be obtained. </p><p>5b. Double taxation and tax treaties The Netherlands has a superior treaty network </p><p>forthe avoidance of double taxation, created as part ofan overall policy of removing obstacles to the international flows of goods and capital. </p><p> Withholding taxes on dividends, interest and royal-ties need to be as low as possible, preferably zero. </p><p> In line with this policy, there are no withholdingtaxes on ordinary interest and royalties. Furthemore, most tax treaties lower the withholding tax on outgoing dividends.</p><p> The Netherlands has signed treaties with more than 90 countries in regards to the avoidance of double taxation on income and capital. </p><p> In addition, dividends received by resident corpo-rations that qualify for the participation exemption </p><p>or affiliation privileges are exempt from corporate income tax. </p><p> This exemption is one of the most important provi-sions of Dutch tax legislation. </p><p>5c. Value Added Tax (VAT) Standard VAT = 21%. This applies to most goods </p><p>and services, including the import of products. A lower VAT rate of 6% applies principally to food, </p><p>books and newspapers, newspaper advertise-ments, medicine, passenger transport and hotel accommodation. </p><p>5d. Dividend tax Dividend tax rate is 15% (due to tax treaties with </p><p>various other countries, a lower tax rate may ap-ply).</p><p> The tax is withheld by the company that pays out the dividends and pays it to the tax authorities</p><p> The dividend tax withheld serves as an advance tax payment on income and corporate income tax.</p><p>5e. Wage and personal income tax is addressed in chapter 8.</p><p>The main taxes in the Netherlands are corporate income tax, value added tax, wage tax and personal income tax, dividend tax. </p></li><li><p>8Labour </p><p>6a. Employment contract Term of employment contract The employment contract with an employee offers </p><p>several possibilities: an indefinite period of time a fixed term the performance of a certain instruction the performance of temporary work. </p><p>If no details are mentioned, the employment contract is deemed to have been concluded for an indefinite period of time. </p><p>Probationary period 2 months for an employment contract for an indefinite period of time. 1 month for a fixed term employment contract with a term not exceeding 2 years. 2 months for a fixed term employment contract with a term exceeding 2 years. </p><p>Notice to terminate Both parties can instantly terminate the contract </p><p>during the probationary period or in the case of instant dismissal for compelling reasons.</p><p> In all other cases, the employment contract termi-nates as explained below: For employees who are employed for an in-</p><p>definite period of time: in accordance with the statutory notice periods</p><p> If the employee gives notice to terminate, the term is one full calendar month, unless other-wise stipulated in the employment contract</p><p> The final day of employment shall coincide with the end of a calendar month </p><p> If the employer gives notice to terminate, the term of full calendar months is in accordance with the following overview: </p><p>Years of service Notice period 15 years four months</p><p>For employees who are employed for a fixed term, employment ends on the last day of the period re-ferred to in the individual employment contract: </p><p> For employees performing a certain instruction, employment ends when the instruction, with re-gard to which the employee was taken on, is com-pleted.</p><p> For employees who are employed to carry out work of a temporary nature, employment ends by a notice to terminate from the employer or em-ployee, observing a term of one week. </p><p>When hiring employees who perform most of their work in the Netherlands, Dutch labour (tax) law will apply. </p></li><li><p>96b. Salary &amp; holiday allowance Salary Each employee receives an individual salary paid in </p><p>a gross amount per month or 4 weeks. The em-ployer is obliged to deduct the necessary taxes and social premiums. </p><p>Holiday allowance Holiday allowance is 8% of 12(x) the basic monthly </p><p>salary earned in the reference period, excluding bonuses, overtime and additional payments. </p><p> In most companies, holiday allowance payments are made in May. It is also allowed to pay it monthly. </p><p> When the employment contract is terminated, the holiday allowance is calculated on a pro rata basis over the unpaid months. </p><p>Social premiums The social premiums in the Netherlands accountor </p><p>about 25% of the gross wage. These premiums are an extra cost for the employer and cannot be deducted from the employees salary. </p><p>6c. Leave Employees are entitled to 20 legal holidays per </p><p>year (for a full-time contract, not including public holidays). Public holidays: New Years Day, Easter Sunday,</p><p> Easter Monday, Ascension Day, Whit Sunday, White Monday, Christmas Day and Boxing Day, plus the day on which the Kings birthday is cele-brated (27 April). </p><p>6d. Healthcare insurance Obligatory form of insurance against medical ex-</p><p>penses. All persons residing in the Netherlands are obliged </p><p>by law to take out healthcare insurance.</p><p> The healthcare insurance consists of a basic pack-age (determined by the government), while sup-plementary healthcare insurances on an individual basis are also available. </p><p> Often companies, in cooperation with a healthcare insurance company, offer a basic package with a discount to their employees. </p><p>Labour </p></li><li><p>10</p><p>Office Space Renting an office in the Netherlands/Amsterdam is easy, affordable and flexible. </p><p>7a. Types of office space Rental costs of offic...</p></li></ul>


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