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Opening a NV Company in the Netherlands

Opening a NV Company in the Netherlands

Updated on Saturday 16th April 2016

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Netherlands is one of the most popular countries among foreign investors as it has a stable and successful economy, as well as a very open policy in regards to trade and investment. Therefore, opening a company in Neatherlands is a very wise business decision. Companies opened here will benefit from a liberal tax regime in which dividends and capital gain are exempt from Dutch Corporate Income Tax.
 
The video below presents the main steps to register a public limited liability company in the Netherlands:
 
Naamloze Vennootshap (NV) is a limited liability company in the NetherlandsIn order to open a Dutch NV company, you must first understand the main characteristics this type of company has. First, the minimum amount of share capital is EUR 45,000 and at least 20% of this capital must be issued. A NV company is normally suitable for companies wishing to raise capital publicity.  
 
The NV type of company in Netherlands must have at least one shareholder, a supervision board plus a managing board. In addition, this type of company must maintain a local address. A Dutch NV company has share certificates, bearer shares or registered shares that can be freely transferable and has a 10% of the outstanding shares that may be repurchased by the company. 
 
The incorporation of a NV company needs the involvement of a civil-law-notary and a Dutch lawyer specialized in drafting and executing deeds of incorporation.
 
It is important to consider the fact that opening a NV in the Netherlands requires the company registration at the Chamber of Commerce. In order to complete the registration procedure, several documents are requested: an ID, a bank statement that is not older than 30 days, and a copy of the home address or a rental contract if it is the case. These documents are requested in order to receive an unique registration number.
 

Founders of a NV company in the Netherlands

The first step in opening a NV company in Netherlands is the establishment of the incorporators, also known as founders. They may be one or several legal entities, with any nationality and may have the residence anywhere. If the respective founder cannot be present at the time of the incorporation, a written power of attorney may represent him.
 
The founders of the company are considered to be the first shareholders in order to separate them from the general ones.
 

NV incorporation procedure in the Netherlands

 
A civil law notary of a notarial Deed of Incorporation that contains the Articles of Association has the means of incorporating the execution of a company. 
 
If the NV company opened in the Netherlands owns shares in registered form, the respective company has to keep a shareholders register. Once the company registration is completed, a civil law notary is responsible for preparing the shareholders register that will be kept by the Management Board at the official company office. Each shareholder is listed with the complete name and address, number and type of shares, denomination and date of issuing of the shares, as well as the amount paid-in on each share, and pledgers and other encumbrances. In addition, if any changes are made to the details mentioned above, the registered is to be updated, by or on behalf of the Management Board.
 

Registration of a NV company in the Netherlands

 
Registration requires that within eight days after the incorporation of the Dutch NV some information regarding the company must be registered in the Trade Register of the Chamber of Commerce in the district where the company has its official seat. 
 
 
For further information on how to open a NV company in Netherlands, please contact our Dutch lawyers and you will receive all in-depth information you need and personalized consultancy for your specific case and requirements.
 
 

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