Netherlands

Description

The Netherlands has been constantly upgrading its regulations for companies in the past year. Currently, the most popular limited liability company form is B.V. (Besloten Vennootschap). The costs of registration have been significantly reduced for this type of company and the mandatory level of equity to be paid up has also been cancelled; as little as EUR 0.01 is enough to set up a company. Both the form and content of the articles of association have been simplified: generally, it can be a one-page document, and there is no need to take legal advice prior to registration. The members’ meetings need not be held in the Netherlands and, in certain cases, the company can take decisions without convening a members’ meeting. In order to differentiate between investors, it is also possible for a B.V. to issue shares with limited voting rights. The court of registration places great importance on discretion as, if there are at least two members in the company, the identity of the owners is not considered to be public information.

The country can be regarded as one of the centres of international tax planning not only because of the renowned Amsterdam tax advisers but also because, due to its tax system, it is one of the most attractive places to launch European investments. This is why the Netherlands is often mentioned as an offshore jurisdiction. Corporate tax is 20% up to a tax base of EUR 200,000 and EUR 25% above that, but there are a number of tax concessions for holding activities and royalties for intellectual property. Dividends paid by Dutch holding companies and any profit coming from the sale of shares in other companies are largely tax-free. The regulations for holding companies are quite lenient; for instance, the interest paid on a long-term loan granted by a holding company qualifies as dividend, and as such, it is considered to be tax-free income. Under certain conditions, the corporate tax rate for the profit stemming from the utilisation of patents and from R&D activities is only 5%. Last but not least, it is important to note that the Netherlands is one of the countries which has signed the largest number of international taxation agreements, which provides additional opportunities for company owners.

Regional features

  • Audit obligation: Yes
  • Continent: Europe
  • Disclosure of beneficial owners: No
  • EU VAT ID available: Yes
  • Local manager required: No
  • Minimum paid-up capital: None
  • Obligation to submit an annual report: Yes
  • Tax system: Preferential tax