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Opening a NV Company in the Netherlands

Opening a NV Company in the Netherlands

Updated on Tuesday 04th August 2020

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The 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 the Netherlands 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 NV is the public limited company in the Netherlands and the table below highlights some of its main characteristics:
 

Trait

Characteristics

Liability

The NV is a legal entity with complete legal capacity and the founders are only liable to the extent of capital they invest.

Size

This business form is more suited for large companies because it can have a large number of shareholders and its shares can be publicly traded.

Management

The Management Board handles the management of the company and it can consist of one or more managing directors – typically, for this business form, more directors will be needed. The directors are appointed by the General Meeting of Shareholders.

Taxation

The NV is subject to the corporate income tax in the Netherlands, VAT registration in Netherlands and other taxes for companies.

 
The video below presents the main steps to register a public limited liability company in the Netherlands:
 
 
In 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 the 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 a unique registration number.
 

Founders of a NV company in the Netherlands

 
The first step in opening a NV company in the Netherlands is to determine 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 notarial Deed of Incorporation that contains the Articles of Association is the means through which the company is founded.
 
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 shareholder's 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.
 
The name of the company will contain the abbreviation N.V.

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Registration of an NV company in the Netherlands

 
The requirements state 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. The N.V. can conduct business during the pre-registration phase; An important issue to consider is that the individuals who act on behalf of the company before the legal entity is registered can be fully liable until the company is properly registered and the limited liability takes effect. One of our Dutch lawyers can give you more information on this matter.
 
Public limited companies in the Netherlands are used by investors who need to trade the company shares on the Stock Exchange. Compared to the private limited company, this can be an important advantage for gathering revenue in exchange for company stock. These companies can register their logos or trademarks with the Benelux Office for Intellectual Property.
 
An NV company engaged in trade activities in and outside of the EU is required to follow the steps for EORI registration in Netherlands.
 
For further information on how to open an NV company in Nethe Netherlands, please contact our Dutch lawyers and you will receive all the in-depth information you need and personalized consultancy for your specific case and requirements.