How to register a company in the Netherlands for UK companies?
In recent years, the process of registering a Dutch limited company “B.V.” for UK companies has become much simpler.
All procedures can be completed online, without the need to travel to the Netherlands.
There is no statutory requirement for a local director to be appointed; you may choose any person from the UK or anywhere else to serve as a company director.
Documents required to register a Dutch limited company for UK companies
If the Shareholder of the dutch company is a legal entity
- Company structure chart.
- Certificate of incorporation.
- Latest certificate of good standing from UK Companies House.
- Article of Association.
- Latest signed annual accounts.
- Power of authority signed by the incorporator.
- The legalization of the passport copy of the signatory.
If the Shareholder(s) is a British individual
- Power of authority signed by the incorporator.
- Legalization of copies of the director’s and shareholder’s passports.
- Proof of address dated not older than 1 month.
How much does it cost to register a company in Netherlands?
The cost of registering a limited liability company (BV) will vary depending on whether the shareholder is a UK corporation or an individual in the UK.
A simple setup cost of € 1,800 +VAT is applicable if both the director and shareholder are the same person.
No VAT will be charged since the UK is no longer a member of the European Union.
Once all the required documents and information have been received, the registration process at the chamber of commerce Netherlands typically takes three days.
For assistance with setting up a Dutch limited company in the Netherlands, contact us today.
Requirements for registered offices
Additionally, it is useful to have a local dutch address in order to receive official correspondence from the Netherlands Chamber of Commerce and the Dutch Tax Authority.
Often, UK companies choose virtual offices for this purpose if they do not have a physical office from the beginning.
There are many service providers who begin at a monthly fee of €90 plus VAT.
These services typically include the provision of an address for registration at Netherlands chamber of commerce.
In addition, they also scan the documents and email to the designated email address.
However, the handling of correspondence is most often not included.
Dealing with incoming correspondence
In most cases, registered office providers do not handle correspondence and letters for their clients, creating a burden for some UK companies.
Some people think that using google translate can solve all the problem, it is imperative to note, however, that some of the terminology used in some of the letters cannot be translated into English due to its advanced nature.
The following are typical examples of what UK companies encounter:
Example 1: There is usually a deadline for responding to letters sent by Dutch tax authorities and chambers of commerce.
Due to Google translator’s inability to translate the letters in an understandable manner, you delay replying to the letters and eventually forget they exist or you fail to meet the deadline.
In the event that you miss the first deadline, a reminder will normally be sent to you. In the event that they miss the deadline again, they will be fined.
This may result in you realizing that you must respond, but you are unsure of how to proceed or who can assist you.
Example 2: A letter (in Dutch) regarding the VAT application will be sent to the new BV approximately two weeks after the Dutch company has been incorporated.
The letter includes questions (8 pages) about VAT application and it is imperative that the BV responds and submits the necessary attachments by post before the deadline.
Failure to respond may delay the process of obtaining the VAT number and, therefore, your ability to begin trading.
Due to time constraints, it is necessary to prepare the following
- The content of your response.
- To collect the attachments that have been requested.
- The application must be sent by mail before the deadline.
The Dutch company should have this covered immediately after incorporation.
Example 3: You may be entitled to a VAT refund from the tax authorities in certain circumstances.
When a business is entitled to a tax refund, a notification for a tax refund will be sent to the business by the tax authority.
You must submit proof and a reply to the tax authority by post with the details of your business bank account number.
The VAT refund will be transferred directly to your bank account number once the tax authority has received your BV business account number.
Many UK companies without a local service provider face challenges in sending their documents by post on their behalf and ensuring they are received in a timely manner.
By taking advantage of our handling incoming correspondence package, you’ll have peace of mind that your Dutch correspondence is being handled promptly.
Among our services is the prompt handling of letters and the prompt response to them.
Local Company secretary for small to medium sizes dutch companies
For those non-resident directors who operate their dutch company from their own country, they normal become burden with different legal and regulatory requirements.
As a result, some choose to outsource this roles to local lawyers.
You also has a choice to engage a local company secretary.
This post explains who is this company secretarial package for and the benefit of engaging a local company secretary.
Opening a business bank account of a dutch company
Traditional business bank accounts were once more easily opened by UK businesses.
Even though the process took approximately two months, a business bank account was still able to be opened.
As a result of the tightening of the rules by Dutch traditional banks in recent years, even though your Dutch company has a local director, we have seen numerous cases rejected.
An alternative to opening a physical bank is to open a virtual bank, which is relatively promising and has a higher success rate.
It is not necessary for the director to travel to the Netherlands in order to open a bank account. The entire KYC procedure is carried out online.
Several English virtual banks are operating in the Netherlands. If you currently use a virtual bank in the UK, it is likely they are operating in the Netherlands as well.
For the purpose of opening a business bank account for your Dutch corporation, you can contact them directly.
However, if you do not use any virtual bank at the moment, we offer a virtual bank package to get you started.
Apply for a VAT number after Brexit
It is no longer possible to use the UK VAT number in the Netherlands or the EU following Brexit.
To continue trading in the European Union, it is necessary to apply for a Dutch VAT number and an OSS number to file EU VAT returns.
For foreign companies without a physical presence in the Netherlands, the requirements for obtaining a Dutch VAT number have changed.
Instead of obtaining a VAT number after the new BV has been registered with the chamber of commerce of the Netherlands, the tax authorities would like to know more information about it.
As an example:
- It is important to know whether the UK parent company already conducts business in the Netherlands and other EU countries.
- Has the UK parent company already paid VAT in the Netherlands and the European Union.
- Are there already warehouses in the Netherlands or will there be warehouses there in the future for the UK parent company.
It is important to keep in mind that every situation is unique, so if you would like to discuss this further, please schedule a free consultation.