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.

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  • IN

    SETTING

    UPYOURBUSINESS

    THENETHERLANDS

  • Table ofcontents

    1 Setting up a Dutch B.V. (i.e. Ltd / SA / GmbH) ........................... 3

    2. Opening a bank account .............................................................. 4

    3. Registration at the Chamber of Commerce ................................. 5

    4. Work and residence permits ......................................................... 6

    5. Corporate Tax ............................................................................... 7

    6. Labour ........................................................................................... 8

    7. Office space ................................................................................ 10

    8. Personal matters ......................................................................... 11

    9. Grants and incentives ................................................................. 12

    10. Amsterdam inbusiness in brief .................................................... 14

    11. Expatcenter Amsterdam ............................................................. 15

  • 3Setting up a Dutch B.V.

    1a. What is a B.V. A private limited liability company, comparable

    toLtd. (UK), Inc. (US), Sarl (France), GmbH (Ger-many).

    Owned by shareholders, privately registered shares.

    Shareholders are not personally liable for compa-ny losses in excess of amount that must be paid on their shares.

    1b. Are there any restrictions for setting up a B.V.?

    There are no special restrictions for an interna-tional entrepreneur to do business and set up a B.V. in the Netherlands.

    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.

    The procedure for setting up a B.V. can be com-pleted from your home country.

    The Netherlands offers one of the most efficient procedures for setting up a limited liability com-pany.

    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:

    1. Set up bank account.

    2. Check company name with Chamber of Commerce.

    3. There is no minimum authorised, issued and paid up capital of a B.V.

    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.

    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.

    6. The Chamber of Commerce forwards business reg-istration details to the tax authorities.

    7. Subsequently they will contact the company.

    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.

    Setting up a Dutch B.V. is a relatively simple procedure and can be completed within approximately two weeks.

  • 4Opening aBank account

    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).

    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

    entity (parent company) and persons who own or control at least 10% of share capital or voting rights.

    2c. Required documents 1. A (concept) deed of incorporation drawn up by a

    civil law notary with an office in the Netherlands. A concept is only accepted in the case that the B.V. is being established.

    2. Copy of passports of the directors and legal repre-sentatives mentioned in the deed of incor-poration.

    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.

    4. Copy of the Company License of the parent com-pany showing the latest annual review status.

    5. Copy of the latest Memorandum and Articles of Association, including all revisions.

    6. Business registration certificate.

    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.

    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.

    9. All individual owners need to provide a notary document stating their addresses in their coun-try of origin.

    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.

    Banks such as ING, ABN AMRO and Rabobank are familiar with opening bank accounts for international companies and/or persons.

  • 5Registration at the Chamber of Commerce

    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:

    Trading name and a brief description of the business

    Legal form and place of establishment Names and addresses of the owners, managers,

    supervisory board members or partners The capital invested in the business and number

    of employees

    Registration of the B.V. with the Chamber of Commerce will be handled by the notary.

  • 6Work and residence Permits

    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

    earns > 52.013 gross/year; or > 38.141gross/ year, if younger than 30 years of age.

    2. Working as a labour migrant. 3. Working as a self-employed person.

    Other things to consider: If a foreign national from outside the EU/EEA is

    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.

    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.

    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.

    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.

    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).

    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).

    4. The Expatcenter can assist with these procedures (for more information see chapter 9).

    The Expatcenter is familiar with the process of applying for work and residence permits and can assist with such procedures.

  • 7CorporateTax

    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,

    i.e. what tax payments effectively will amount to as a percentage of commercial profits.

    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.

    In order to know with certainty (in advance) what the Dutch tax position of a Dutch office will be, an

    advance tax ruling from the tax inspector may be obtained.

    5b. Double taxation and tax treaties The Netherlands has a superior treaty network

    forthe avoidance of double taxation, created as part ofan overall policy of removing obstacles to the international flows of goods and capital.

    Withholding taxes on dividends, interest and royal-ties need to be as low as possible, preferably zero.

    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.

    The Netherlands has signed treaties with more than 90 countries in regards to the avoidance of double taxation on income and capital.

    In addition, dividends received by resident corpo-rations that qualify for the participation exemption

    or affiliation privileges are exempt from corporate income tax.

    This exemption is one of the most important provi-sions of Dutch tax legislation.

    5c. Value Added Tax (VAT) Standard VAT = 21%. This applies to most goods

    and services, including the import of products. A lower VAT rate of 6% applies principally to food,

    books and newspapers, newspaper advertise-ments, medicine, passenger transport and hotel accommodation.

    5d. Dividend tax Dividend tax rate is 15% (due to tax treaties with

    various other countries, a lower tax rate may ap-ply).

    The tax is withheld by the company that pays out the dividends and pays it to the tax authorities

    The dividend tax withheld serves as an advance tax payment on income and corporate income tax.

    5e. Wage and personal income tax is addressed in chapter 8.

    The main taxes in the Netherlands are corporate income tax, value added tax, wage tax and personal income tax, dividend tax.

  • 8Labour

    6a. Employment contract Term of employment contract The employment contract with an employee offers

    several possibilities: an indefinite period of time a fixed term the performance of a certain instruction the performance of temporary work.

    If no details are mentioned, the employment contract is deemed to have been concluded for an indefinite period of time.

    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.

    Notice to terminate Both parties can instantly terminate the contract

    during the probationary period or in the case of instant dismissal for compelling reasons.

    In all other cases, the employment contract termi-nates as explained below: For employees who are employed for an in-

    definite period of time: in accordance with the statutory notice periods

    If the employee gives notice to terminate, the term is one full calendar month, unless other-wise stipulated in the employment contract

    The final day of employment shall coincide with the end of a calendar month

    If the employer gives notice to terminate, the term of full calendar months is in accordance with the following overview:

    Years of service Notice period 15 years four months

    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:

    For employees performing a certain instruction, employment ends when the instruction, with re-gard to which the employee was taken on, is com-pleted.

    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.

    When hiring employees who perform most of their work in the Netherlands, Dutch labour (tax) law will apply.

  • 96b. Salary & holiday allowance Salary Each employee receives an individual salary paid in

    a gross amount per month or 4 weeks. The em-ployer is obliged to deduct the necessary taxes and social premiums.

    Holiday allowance Holiday allowance is 8% of 12(x) the basic monthly

    salary earned in the reference period, excluding bonuses, overtime and additional payments.

    In most companies, holiday allowance payments are made in May. It is also allowed to pay it monthly.

    When the employment contract is terminated, the holiday allowance is calculated on a pro rata basis over the unpaid months.

    Social premiums The social premiums in the Netherlands accountor

    about 25% of the gross wage. These premiums are an extra cost for the employer and cannot be deducted from the employees salary.

    6c. Leave Employees are entitled to 20 legal holidays per

    year (for a full-time contract, not including public holidays). Public holidays: New Years Day, Easter Sunday,

    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).

    6d. Healthcare insurance Obligatory form of insurance against medical ex-

    penses. All persons residing in the Netherlands are obliged

    by law to take out healthcare insurance.

    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.

    Often companies, in cooperation with a healthcare insurance company, offer a basic package with a discount to their employees.

    Labour

  • 10

    Office Space Renting an office in the Netherlands/Amsterdam is easy, affordable and flexible.

    7a. Types of office space Rental costs of office and industrial space do not

    vary much throughout the Netherlands (with some exceptions for first-class locations).

    Prices are competitive compared to other Western European countries.

    A wide variety of business centres also offer flexi-bility in terms of space, facilities and rental periods. These offices share services such as reception, office, meeting rooms, restaurant/canteen etc. Of-fices can be scaled up and down very quickly and rental terms start from 1 month.

    7b. Contract terms Regular office space rental terms are 3 to 5 years,

    with notice periods of 6 to 12 months. Business centres offer very flexible rental terms,

    starting at 1 month. Service costs will be charged per square metre or a

    fixed amount per month. There are several information sources where you

    can find available office space: Funda: www.fundainbusiness.nl RealNext: www.realnext.nl An overview of available business centres can

    be requested from amsterdam inbusiness.

  • 11

    Personal Matters

    8a. Opening a personal bank account

    Required documents: Passport or identity card Tenancy agreement or other official proof of ad-

    dress Personal public service number (burgerservi-

    cenummer) For non-EU members, a residence permit or reg-

    istration with the Immigration and Naturalisation Service (IND).

    8b. Personal Income Tax For income tax, there are three different taxable

    incomes, each of which falls into a so-called box. Each box has its own tax rate: Box 1: taxable income from work and home (progressive rate up to 52%) Box 2: taxable income from substantial share-

    holding (fixed rate of 25%) Box 3: taxable income from savings and invest-

    ments (fixed rate of 30% on a fixed return of 4% (effectively 1,2% of the value))

    Each form of income is taxed in one box only (no double taxation).

    The Netherlands offers a special tax regime for expatriates, the so-called 30% ruling, which provides a substantial income tax exemption (up to 30%) for a period of up to 96 months.

    The 30% reimbursement ruling is a tax advantage for international employees working in the Netherlands. If a number of conditions are met, the employer is allowed to grant a tax free allowance amounting to 30% times 100/70 of the gross salary subject to Dutch payroll tax.

    This results in a maximum (effective) tax rate of ap-proximately 36.4%. This tax-free allowance is consid-ered a compensation for the expenses that an inter-national employee has by working outside his or her home country.

    To be eligible for the 30% ruling the following con-ditions must be met:

    The employee works for an employer liable to withhold Dutch payroll tax on the employees sala-ry.

    The employer and employee have to agree in writ-ing that the 30% ruling is applicable.

    The employee has to be transferred from abroad toa Dutch employer, or has to be recruited from abroad by a Dutch employer.

    The employee did not reside within 150 km of the Dutch border for 16 or more months out of the last 24 months prior to the start of their employment in the Netherlands.

    The employees taxable salary (roughly the gross-salary reduced with the tax free reimbursement under the 30% ruling) is at least 35,770 per year.

    The employee needs to have expertise that is scarcely available in the Netherlands.

    Besides the 30% ruling, certain costs can be reim-bursed tax free. This includes international school fees, relocation expenses and a moving allowance up to a certain limit.

  • 12

    Grants and Incentives The Expatcenter is familiar with the process of applying for work and residence permits and can assist with such procedures.

    9. Grants and incentives Governments often support initiatives through grants and incentives that contribute to the future of the competitiveness and sustainability of the Netherlands. Below you will find the key areas for these subsidies.

    Dutch Top Sectors The Netherlands is renowned for its top sector policy, through which it excels globally. This includes the fol-lowing sectors: high-tech materials & systems, agro-food, water, energy, horticulture, chemicals, creative industries, logistics and life sciences. The government offers priority to subsidise these sectors and help them remain competitive in the future. Lots of these grants are related to innovative activities, supporting entrepreneurship, sustainable development and en-vironmental activities. Most of them are of a tempo-rary nature.

    The group of top sector grants contain e.g. a Food Research programme for SME firms, which provides grants for feasibility projects (50%), industrial research (45%) and/or experimental development (35%). There are also several schemes in the chemicals top sec-tor, linked to public-private partnerships with grants varying from 33% to 80% and a maturity of four to five years.

    Innovation and entrepreneurship Beside the top sectors, the R&D Promotion Act (WBSO) also aims to stimulate innovation in business.

    WBSO: Tax incentive of 11 for each R&D hour The WBSO provides a reduction of payroll tax and social security contributions in respect to R&D em-

    ployees. This contains the R&D deduction of 38% (50% for a start-up company) of the first 200,000 in R&D wage costs and 14% for the remaining surplus. The R&D activities focus on the development of tech-nologically innovative products, processes or soft-ware, on technical research or on the analysis of the technical feasibility of your R&D work.

    RDA: General tax facility to reduce R&D costs Companies may deduct more than 54% (2013) of their investments from the corporate income tax through the Research & Development Allowance (RDA). This concerns investments in, amongst other things, the rental of equipment, purchase of materials and invest-ments in a laboratory.

    Innovation Box: Effective tax rate of 5% Furthermore, in regards to R&D, companies can bene-fit from an effective corporate income tax rate of only 5% for R&D income through the Innovation Box.

    MKB+: Alternative to bank financing with flexi-ble repayment The SME Innovation Fund (MKB+) consist of several pillars such as the (1) Innovation Credit, which is used to stimulate development projects for which busines-ses cannot raise sufficient funds in the capital market in order to finance these projects. This risk bearing loan contains a funding of 35% for SME companies or 25% for SME+ companies of the allowable project costs, up to a maximum of 5 million. The (2) SEED Capital scheme provides credit with a flexible repay-ment schedule to emerging technology and creative entrepreneurs through participations by investment funds.

  • 13

    Sustainability and environment The Dutch government allows companies to deduct a certain percentage of the investment from their taxa-ble profit. Businesses that invest between 2,300 and 306,931 are eligible to claim the small-scale invest-ment allowance (KIA) for up to 28% of all their in-vestments. The precise total depends on the amount invested.

    MIA/VAMIL: Tax relief schemes for environmen-tally friendly investments Investments in environmentally friendly business assets through the environmental investment allowance (MIA) are deductible to a maximum of 36% of the investment from the corporation tax. Its also possible to randomly depreciate environmentally friendly business resources up to 75% of the bookvalue in the first year (VAMIL).

    EIA: A tax relief programme for sustainable energy You can also deduct investments in energy saving equipment and durable energy (Energy Investment Allowance) for a percentage of 41.5%.

    Other sustainable subsidies SDE+ is another grant related to sustainability. It provides subsidies for the production of sustainable energy. As such, there are a selection of European grants that belong to this area, such as Eco Innovati-on (grants covering up to 50% of the eligible project costs), LIFE+ and TEN-E.

    Amsterdam!We look forward to welcoming you to

  • 14

    Market Intelligence: providing specific data on markets, industries and sectors in, for example, IT, financial services, media, advertising, life

    sciences, food, gaming, aerospace, logistics, etc

    Investment climate: providing information about the Dutch tax climate, incentives, legal & regulatory framework and labour market. Developing

    independent benchmark reports on salary levels, office rent, cost of

    living etc for your European location study and/or supply-chain study

    Fact-finding visits: tailor-made fact-finding programmes to get informed about the fiscal climate, the market, availability of talent, business

    climate and quality of service providers, and to visit office locations

    Legal & tax advice: organising free introduction meetings with internationally-oriented business service suppliers to elaborate on legal

    and fiscal structures that meet your current and long-term needs

    Talent: tapping into the labour market via introduction to recruiters and/or networks and communities of professionals

    Business & partner networks: introductions to strategic partners, business networks/associations, knowledge institutions, tax authorities,

    governmental agencies and when possible potential clients

    Relocation support: assistance in search and selection of temporary, flexible and permanent office space including site visit tours

    Support for international staff: apartment search for expats (short stay/long stay), introductions to international schools, expat clubs

    and referrals to doctors, dentists, accountants, etc

    Contact us info@amsterdaminbusiness.comwww.amsterdaminbusiness.com

    AmsterdamPO Box 2133, 1000 CC Amsterdamamsterdam@amsterdaminbusiness.com

    AlmerePO Box 200, 1300 AE AlmereTelephone: +31 (0)36 539 9487 almere@amsterdaminbusiness.com

    AmstelveenPO Box 4, 1180 BA AmstelveenTelephone: +31 (0)20 540 4423amstelveen@amsterdaminbusiness.com

    HaarlemmermeerPO Box 250, 2130 AG HoofddorpTelephone: +31 (0)23 567 6135haarlemmermeer@amsterdaminbusiness.com

    amsterdam inbusiness is the official foreign investment agency of the

    Amsterdam Metropolitan Area (Amsterdam, Amstelveen, Almere and

    Haarlemmermeer). amsterdam inbusiness assists foreign companies with the

    establishment and expansion of their activities in the Netherlands. We can

    help you create a convincing business case for setting up in the Amsterdam

    Metropolitan Area by offering practical advice and relevant information. And

    its all free, strictly confidential and without any hidden agenda.

    Our commitment does not end once you have set up an operation in the

    Amsterdam Metropolitan Area. We strive to build a long-term relationship

    in order to be supportive in any phase of development of your company.

    Considering setting up your business in the Amsterdam Area? Dont hesitate

    to contact us. We look forward to welcoming you in Amsterdam!

    The official foreign investment agency of the Amsterdam Metropolitan Area, amsterdam inbusiness provides free, active support and independent advice to organisations planning to invest or settle in the region.

    amsterdam inbusiness in brief

    Customised solutionsBy combining your data with ours, we can provide you with relevant information for your organisation. Our services for organisations planning to set up in the Amsterdam Area include:

  • 15

    Opened in 2008, Amsterdams Expatcenter cuts through the bureaucratic red tape for the Metropolitan Areas growing number of international companies and their migrant employees.

    Cooperating with the Dutch Immigration and Naturalisation Service (IND), the Expatcenter is a one-stop shop for international companies and their

    migrant employees

    Employers can use the Expatcenter to initiate residency applications before a new employee even arrives in the Netherlands

    Fast-track services mean qualifying expats can begin work as soon as two weeks after their employers apply to the IND

    In one appointment, employees can collect their residence permit and reg-istration with their municipality. This will provide them with a citizen service

    number (BSN), allowing them, for instance, to open a Dutch bank account

    Following an agreement with the Dutch Tax Department in 2011, applica-tions for the employee 30% tax ruling can now be made via the Expatcenter

    The Expatcenter services international companies across the Amsterdam Metropolitan Area

    The Partnership Programme, created in 2009, connects expats with ser-vice-providers operating in the expat market

    Amsterdams appeal lies in its rich cultural heritage, creative culture, commercial dynamism and high quality of life. Ultimately, however, the citys greatest asset is its people, a healthy and growing percentage of whom are international. The Expatcenter was one of the first Dutch schemes to cut the red tape for expats, drastically streamlining relocation procedures and helping them settle in. Five years later, the Expatcenter offers a comprehensive range of services. Together with its partners from the I amsterdam portal site, the

    Expatcenter continues to expand its digital support for Amsterdams international community, both practical and pleasurable. The recently launched mobile city guide provides a comprehensive cultural agenda plus insider tips on the go.Firm partnerships with banks and childcare providers, movers, lawyers, language schools and more mean the Expatcenter has the tools to make an expats first few months a little smoother. Because the first step of a journey doesnt have to be the most difficult one. Welcome to Amsterdam!

    One-stop shop for employees

    Contact us welcome@expatcenter.iamsterdam.com

    www.expatcenter.com

    +31 (0)20 254 7999

    Or visit us at:

    World Trade Center Amsterdam

    F-Tower, second floor

    Strawinskylaan 39

    1077 XW Amsterdam

    Opening hours:

    Monday-Friday 09.00-17.00

    What the Expatcenter can do for you