Comparing BV vs. Branch Office: Which Is Best For you?

For most foreign entrepreneurs, the BV structure is the preferred choice due to its limited liability protection and flexibility. However, the Branch Office has certain advantages depending on your business goals.

Below is a comparison of these two structures:

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For businesses seeking more autonomy and liability protection, the BV is the more appropriate option. However, if you simply need to establish a presence in the Netherlands without forming a new legal entity, a Branch Office may be the simpler solution.
 

Read more on the differences between the branch office and the ‘subsidiairy’ option. 
 

Company Registration Process in the Netherlands
 

Registering Your Company in the Netherlands: Key Steps and Important Considerations
 

Registering your company in the Netherlands is a relatively straightforward process, but it requires careful attention to detail to ensure compliance with Dutch laws and regulations. 

Below are the essential steps to guide you through the company registration process:

1. Chamber of Commerce (KVK) Registration
 

For whichever business form you choose, the registration of your business at the Dutch chamber of commerce will in any case be required.
 

This registration is vital for starting the tax registration process with the Dutch Tax Administration. The required documents for KVK registration include:
 

• Valid identification documents (for all directors and shareholders)

• Completed registration forms (available from the KVK website)

• Proof of business address (e.g., lease agreement, utility bill, or property deed)

• Articles of association (necessary for certain company types, such as BV or NV)

• A one-time registration fee of €50

The registration process is typically completed within one day. Afterward, your company will be assigned a KVK registration number. The KVK will notify the Dutch Tax Administration, and within a few weeks, your business will receive its VAT identification number (BTW number) and tax identification number (RSIN).

Entrepreneurs use the support of a House of Companies to deal with the Dutch registration process  quickly, and without unnecessary professional fees. House of Companies provides a company portal, and personal support,  to ensure all documents are prepared correctly and meet Dutch legal requirements, streamlining your company's entry into the Dutch market.

2. Notary Services for BV Companies

If you choose a BV (Private Limited Company) as your business structure, you will need to work with a Dutch civil law notary. The involvement is not required in case of a branch office registration. The notary will perform tasks such as:

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1. Drafting and executing the deed of incorporation for the BV

2. Verifying that your company name is unique and available

3. Preparing the shareholders' register

4. Registering the Ultimate Beneficial Owners (UBO) of the company

Collaborating with an experienced notary helps ensure that all legal requirements are met, reducing the risk of complications in the future. A House of Companies can assist you by recommending reputable notaries and guiding you through this crucial step.
 

3. Minimum Capital and Financial Setup

The Netherlands offers flexibility regarding minimum capital requirements, particularly for BV companies. While the minimum capital requirement is just €0.01, it is advisable to invest a more substantial amount, typically between €1,000 and €5,000, to provide sufficient funds for initial operations and financial stability.

The minimum capital requirement for an NV (Public Limited Company) is €45,000, which must be contributed in cash or assets. Some businesses may also seek to raise additional funds through external investments to support growth and expansion.

A House of Companies can offer guidance on capital planning and financial strategies, ensuring your company is set up for long-term success.
 

4. Opening a Business Bank Account

After registering your company, setting up a business bank account in the Netherlands is essential. This process can take 2-4 weeks with traditional banks (e.g., ING, Rabobank, ABN AMRO) or 1-2 weeks with digital banks. Starting this step early is crucial to avoid delays in your business operations.

Required documentation for opening a business bank account includes:

1. Company registration documents (KVK extract)

2. Articles of association

3. UBO declaration

4. Identification for directors and shareholders

5. Proof of business address

6. Business plan (required by some banks)

7. Banks often require evidence of local economic substance, so demonstrating operational activities within the Netherlands is advantageous.

House of Companies can assist in recommending suitable banks, preparing the necessary documentation, and facilitating communication during the bank account setup process.

House of Companies can assist in recommending suitable banks, preparing the necessary documentation, and facilitating communication during the bank account setup process.

Pro Tip: House of Companies can offer a guaranteed IBAN for your Dutch business, issued by a European Money Institute. Compared to highstreet banks, the ‘EMI’ will be easier to deal with, until your business has permanent activities in the Netherlands. Read more on banking challenges in the Netherlands. 
 

VAT Registration And Tax Compliance
 

Understanding the Dutch tax system is critical to ensuring your business complies with all regulatory requirements. The Netherlands has a competitive tax environment that supports entrepreneurs, but there are key tax obligations that you will need to manage:

1. VAT Registration

Once your company is registered with the KVK, your business will automatically be registered for VAT with the Dutch Tax Administration. Within 2-6 weeks, you will receive a VAT identification number (BTW-id) and a tax identification number (RSIN).

To complete the VAT registration, you will need the following documents:

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1. KVK registration confirmation

2. Incorporation documents

3. Description of your business activities

4. Estimated annual turnover

5. Bank account details

If you are operating internationally, it is often beneficial to appoint a fiscal representative to help manage VAT matters, particularly if your business deals with cross-border sales or imports. A fiscal representative can simplify the VAT registration process and help you stay compliant with Dutch tax laws.

Pro Tip: House of Companies can offer a guaranteed VAT number for your Dutch business, specifically for non-permanent establishments in the Netherlands (either a BV, or branch office).

There are few restrictions on this. Read more on VAT ID challenges in the Netherlands. 


2. Corporate Taxation

The corporate tax rate in the Netherlands is competitive, with a 15% rate for the first €395,000 of taxable income and 25.8% for income exceeding that threshold. Additionally, the Netherlands offers various tax incentives, such as the Innovation Box, which provides preferential tax treatment for income derived from innovative activities.

Non-EU businesses may need to hire a local tax advisor to ensure proper compliance with Dutch tax regulations.
 

Comparison Table: Corporate Tax and VAT Rates in the Netherlands vs. Other EU Countries

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Pro Tip: House of Companies can assist you to avoid paying corporate taxes in the Netherlands, as long as your business has no local permanent establishment. Especially if your principal company is in a tax free jurisdiction, like Dubai or Delaware, this can be interesting. Read more on corporate tax avoidance. 
 

Immigration and Visa Requirements for International Entrepreneurs

Starting a business in the Netherlands as an international entrepreneur can be an exciting opportunity, but it involves navigating specific visa and immigration requirements. Depending on your nationality and the type of business you plan to establish different visa options are available:

1. Startup Visa

The Netherlands offers a Startup Visa for innovative entrepreneurs who want to create a new business in the country. This visa is designed to attract creative and innovative business ideas and facilitate the entry of talented entrepreneurs. To qualify for the Startup Visa, you must meet the following criteria:

Collaboration with a Government-Recognized Facilitator: You must partner with a recognized facilitator, such as a mentor or business development organization, who can provide guidance and help you grow your startup.
Innovative Product or Service: Your business idea should offer a unique or innovative product or service that differentiates it from existing offerings.

Sufficient Financial Resources: You need to demonstrate that you have enough funds to cover your living expenses in the Netherlands.

Detailed Business Plan: A comprehensive business plan outlining your startup’s objectives, strategies, and financial projections.

The Startup Visa is valid for one year and can be extended if the conditions are met. The application process typically takes about 90 days, and the application fee is €380.

Partnering with a House of Companies can be extremely helpful in this process. They provide expert guidance on the requirements, assist in creating a strong business plan, and help you connect with approved facilitators, ensuring that your application is as strong as possible.

Read more on the Dutch Startup Visa application procedure and conditions.

2. Entrepreneur Visa

For international entrepreneurs who do not qualify for the Startup Visa, the Entrepreneur Visa is an alternative option. This visa allows non-EU nationals to establish and manage a business in the Netherlands. To apply for the Entrepreneur Visa, you need to:

Meet Financial Criteria: Show that your business will be financially viable and that you have the means to support yourself and any dependents.

Demonstrate Positive Impact on the Dutch Economy: Prove that your business will contribute positively to the Dutch economy, whether through job creation, innovation, or increased investment.

The Entrepreneur Visa application involves presenting various documents, including financial statements, a business plan, and evidence of previous business experience. Depending on the complexity of your business plan and the supporting documentation, the process may take several months.

A House of Companies can assist you in gathering the necessary documentation, preparing your application, and ensuring you meet all the requirements for a successful application. Their expertise can help streamline the process, reduce the risk of delays, and provide valuable insights into the Dutch business environment.

Pro Tip: A well-structured business plan and clear corporate documentation significantly increase your chances of successfully opening a Dutch business bank account.

House of Companies can guide you through the entire process, ensuring you meet all the requirements for company registration and setting up your business in the Netherlands. With expert support, you can navigate the complexities and focus on building a strong foundation for your company.

Step-by-Step Guide to Registering a Dutch BV

If you choose to set up a BV, here’s a step-by-step overview of the process:

Decide on Company Details: Choose a unique company name that complies with Dutch naming regulations.
Draft Articles of Association: Your company’s internal rules need to be documented in the articles of association. These documents must be notarized by a Dutch notary.

Open a Business Bank Account: Deposit the required share capital into your business bank account. Depending on the bank, this step may require physical presence.

File with the Chamber of Commerce: After your bank account is set up and capital deposited, file your application with the Chamber of Commerce to officially incorporate your BV.

The entire process can typically be completed within 5-10 working days, though it may take longer if additional documentation or procedures are required.
 

​Taxation and Ongoing Compliance​​

Understanding the Dutch tax system is crucial for non-resident business owners. The key taxes to consider include:
 

Corporate Income Tax: Businesses in the Netherlands are subject to corporate income tax. The rate can vary depending on the amount of taxable profit.

Value-Added Tax (VAT): If your business sells goods or services, you may need to register for VAT and collect it from your customers.

Payroll Taxes: If you hire employees, you will need to comply with Dutch payroll tax requirements.

Pro Tip: Seek guidance from professionals to ensure compliance with Dutch tax laws and optimize your tax strategy. House of Companies specializes in providing expert tax advice and strategic planning to help your business navigate the complexities of Dutch tax regulations and maximize efficiency. Their tailored support ensures that your business remains compliant while optimizing tax benefits.

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                                                Read more on how to register your Dutch BV.

                                               Ready to start? Proceed with our application form. 

Key Documents Required For Company Registration In The Netherlands

To register your company with the Dutch Commercial Register, the following documents are essential:
 

Notarized Articles of Association/Deed of Formation (statuten): This legal document outlines the company’s structure, governance, and regulations. In case you register a branch office, this document will be relevant for the principal company, overseas, for which you like to register a branch office in the Netherlands. Read more on branch office registration requirements. 

Valid Proof of Identity for Each Director: Identification is necessary to confirm the legitimacy of the company’s directors. Both the address as the passport copy need to be provided. See a sample of the KYC documents here.

These documents must be submitted to the Dutch Chamber of Commerce (KvK) along with the required registration fee (80 EUR). Non-residents do NOT need to appoint a local representative or a registered agent to manage the registration process, but using the company portal of House of Companies comes at little extra fee, while it simplifies your business registration and avoids mistakes and delay.

Drafting the Articles of Association

The Articles of Association  are a fundamental component of your company’s legal foundation. When drafting this document, several key aspects must be covered:

Company Name and Location: Clearly state the name of your company and the location of its registered office.

Purpose and Objectives: Define the business goals and the activities your company will undertake.

Share Distribution: Outline how shares are distributed among shareholders.
 

Decision-Making Process: Specify how important decisions will be made within the company, including voting rights and meeting structures.
 

Management Structure: Clearly define the roles and responsibilities of directors and management teams.

These components ensure that your company operates transparently and complies with Dutch corporate laws. It’s advisable to consult with a legal advisor to make sure your Articles of Association are complete and accurately reflect your company’s operations.

Another challenge when starting a business in the Netherlands is document authentication. International paperwork often requires various steps, including notarization, apostille certification, and translations. To avoid delays:

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Authentication Requirements: Be prepared for a range of document certifications, such as apostilles, notarized foreign documents, and official translations.
 

Common Document Problems: Ensure that all documents are in the correct format, have original signatures, and are properly notarized. Only complete or correct documentation can lead to a smooth process.

Translation Issues: Non-certified translations or inconsistent terminology can cause issues with Dutch authorities. Ensure certified professionals do translations with proper stamps.

To prevent these challenges, start the authentication process early—it can take 2 to 6 weeks, depending on the type of document and the country of origin. Working with a team experienced in handling international documentation and local regulations ensures smooth processing. House of Companies offers expert guidance and support to help you navigate the complexities of document authentication and ensure compliance with Dutch regulations. Their specialized team can streamline the process, allowing you to focus on establishing your business efficiently.

Appointing Directors and Shareholders

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Appointing directors and shareholders is a crucial step in setting up your Dutch business. A Dutch private limited company (BV) requires at least one director, who can also be a shareholder. The director is responsible for managing the company and making day-to-day decisions.

Directors: Can be either individuals or legal entities. One person can act as both the sole director and the sole shareholder of the company.

Shareholders: Shareholders provide capital to the company and hold voting rights, enabling them to participate in significant decisions, such as dividend distribution and strategic business matters.

Choosing qualified and reliable directors and shareholders is essential for the smooth operation of the business. Their expertise, commitment, and understanding of Dutch regulations are vital for the company’s long-term success. House of Companies can assist you in identifying and vetting suitable directors and shareholders who meet the necessary qualifications and comply with Dutch regulatory standards, ensuring your business operates efficiently and effectively.

Reporting Other Changes and Maintaining Company Records
 

After registering your company, it’s crucial to maintain up-to-date information with the KVK to ensure your business remains compliant with Dutch regulations. The following changes need to be reported promptly:
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1. Changes in Business Activities

If your business diversifies or changes its primary activities, you must update the KVK. This ensures your business is classified under the correct industry within the Dutch Standard Commercial Classification (SBC) code.
 

2. Changes in Management

Any alterations in management, such as new directors or changes to the board of directors, must be reported to the KvK within one week. Additionally, changes in legal representation or power of attorney must also be communicated.
 

3. Change of Address

If your company relocates within the Netherlands or moves its registered office, this must be reported to the KvK. Official documents will be sent to the registered address, so this information must always be accurate.
 

4. Changes in Legal Structure

If your company’s legal structure changes, for example, from a sole proprietorship to a B.V., the KvK must be updated accordingly. These structural changes have significant legal and tax implications, so it’s vital to report them as soon as they happen.

Reporting Process

To update your business details, simply access your company’s online KvK profile (if you have access yet to the eHerkenning/online government portal) and submit the necessary forms. You can complete the changes digitally, which makes the process quicker and more convenient. Keeping your business information current ensures compliance with Dutch laws and regulations.

Alternatively, you can start all requested corporate changes from within House of Companies business portal. 

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