How to register a dutch company as non residents?

In recent years, the process of register a Dutch limited company for non residents 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 anywhere else to serve as a director of a dutch company.

A non resident is interested in registering a Dutch limited company "B.V.". What documents are required?

If the Shareholder(s) of the Dutch BV is a legal entity

  • Company structure chart.
  • Certificate of incorporation.
  • Latest certificate of good standing from their country chamber of commerce. 
  • Article of Association.
  • Latest annual accounts.
  • Power of authority signed by the incorporator.
  • The legalization of the passport copy of the signatory. 

If the Shareholder(s) is an 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.

What is the costs of registering a dutch company?

The cost of setting up a limited liability company (BV) will vary depending on whether the shareholder is a corporation or an individual. 

A simple setup cost of € 1,800 is applicable if both the director and shareholder are the same person. 

Once all the required documents and information have been received, the registration process at the dutch chamber of commerce typically takes two to three working days. 

For assistance with the establishment of your Dutch limited company in the Netherlands, contact us today.

Requirements for registered offices

To establish a Dutch B.V., a registered office is required. Additionally, it is useful to have a local address in order to receive official correspondence from the Dutch Chamber of Commerce and the Dutch Tax Authority.

Often, choosing virtual offices is a good option if they do not have a physical office from the beginning. There are many service providers who begin at a monthly fee of €70 plus VAT. 

These services typically include the provision of an address for registration at Dutch chamber of commerce as well as the scanning of the documents for emailing to the designated email address. 

The handling of official correspondence is not included.

Dealing with incoming official correspondence

In most cases, virtual office providers do not handle dutch official correspondence and letters for their clients, creating a burden for foreign 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 foreign companies encounter:

Example 1

There is usually a deadline for responding to letters sent by Dutch tax authorities and dutch 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 foreign 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 (€1,500 + VAT per year), 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.

Opening a business bank account

Traditional business bank accounts were once more easily opened by foreign 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.

Learn more about our  virtual bank package  and how we can help you get started.

Apply for a VAT number

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 dutch chamber of commerce, the tax authorities would like to know more information about it.

As an example:

  • It is important to know whether the  parent company already conducts business in the Netherlands and other EU countries. 
  • Has the parent company already paid VAT in the Netherlands and the European Union. 
  • Are there already warehouses in the Netherlands or will there be warehouses in the future for the B.V.

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.

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