Smart blockchain company registration in the Netherlands opens new doors for global business growth in today's world where innovation meets entrepreneurship. Smart contract companies and Dutch crypto companies lead the charge into a new age of digital entrepreneurship backed by the solid Dutch blockchain registration system.
The Netherlands known for its forward-thinking laws, including following both Delaware General Corporation Law and EU rules, provides rich soil for blockchain startups to grow.
However, the Netherlands does not provide any SMART legal entities yet. In fact, it does not offer any decentralized options to manage your business at all.
As part of our Mission, House of Companies is set to change this. HouseofCompanies.io facilitates the registration of non-Dutch SMART / blockchain companies in the Dutch trade register, and our Entity Portal allows for easy entity management, without involvement of an agent or lawyer. (or even accountant, to prepare your Statements!).
This guide aims to make the process of registering a blockchain company in the Netherlands easier to understand. It offers a clear path for entrepreneurs who want to handle crypto assets in this ever-changing market, or simply want to take control over their (international) corporate structure).
The detailed guide covers everything to help you understand the cutting-edge advantages of smart blockchain for registering a company. It leads you through the complex legal requirements set by Dutch and EU laws, and provides a step-by-step plan for blockchain company registration in the Netherlands.
We'll also break down the financial aspects, which are often crucial for any new blockchain startup in the Netherlands. This includes insights on how to plan your finances and the potential money you could save with smart company registration in the Netherlands. As you read through the chapters, you'll find useful information if you're looking to start a Dutch cryptocurrency company or use the Dutch Foundation (Stichting) for blockchain projects. This ensures your journey to set up a blockchain company in the Netherlands is both well-planned and follows all the rules.
Understanding SMART Blockchain and Its Benefits for Registration in the Netherlands
Definition of SMART Blockchain Technology
SMART blockchain technology encompasses digital contracts stored on a blockchain that are automatically executed when predetermined conditions are met [1]. This technology is characterized by its use of simple "if/when…then…" statements written in code on a blockchain, which a network of computers executes when these conditions are verified [1]. The immutable nature of these transactions ensures that once a transaction is completed, it cannot be altered, enhancing the security and transparency of the process [2].
Benefits of Using SMART Blockchain for Company Registration
Utilizing SMART blockchain for company registration in the Netherlands offers numerous advantages. Firstly, it simplifies business processes and eliminates intermediaries, which can lead to significant cost savings [2]. Additionally, the technology provides enhanced security, as the blockchain's ledgers are impregnable and immune to alterations [1]. This setup not only speeds up transactions but also reduces the paperwork and administrative overhead associated with traditional registration methods [2]. Furthermore, the transparency and automation of smart contracts create a trustful environment where all contractual terms are visible and enforced without bias [2].
Why is the SMART technology so Suitable for company registration?
The SMART technology is particularly suitable for company registration because it simplifies business processes and eliminates intermediaries, resulting in significant cost savings. Additionally, it enhances security by utilizing impregnable and immutable ledgers, ensuring that transactions cannot be altered. The transparency and automation of smart contracts also create a trustful environment where all contractual terms are visible and enforced without bias. Overall, the SMART technology provides a vibrant setting for starting a blockchain business. However, sofar the Netherlands has not opted for this technology. Why not?
Why does the Dutch government not use blockchain technology for company registration, or entity management?
The Dutch government has not yet adopted blockchain technology for company registration or entity management, there may be several reasons for this decision. One possible reason could be concerns about the scalability and efficiency of blockchain systems, as they may not be able to handle the high volume of transactions involved in company registration. The reality is that the Dutch government can't even properly manage their Tax IT systems, lets alone, truly innovate them. T he same probably applies for the old-fashioned manner in which the 'Kamer van Koophandel' is structured and managed in the Netherlands. Additionally, there may be regulatory or legal hurdles that need to be addressed before implementing blockchain technology in this context. It is also possible that the government is still evaluating the potential benefits and drawbacks of using blockchain for company registration and is taking a cautious approach to its adoption.
Luckily, there is House of Companies, that has developed and stacked some innovative solutions that allow entrepreneurs to apply SMART technology in their Dutch company structures.
Register your SMART Delaware or Seychelles company in the Dutch Trade Register
For entrepreneurs who have their companies set up in Delaware or Seychelles, registering the company in the Dutch Trade Register involves specific procedures. The Dutch Chamber of Commerce (KVK) requires registration, which then facilitates automatic details transfer to the Tax Administration for companies with a permanent establishment in the Netherlands [3]. This registration is essential for legal compliance and operational functionality within the Dutch market.
Use the Dutch Foundation to own the shares of your Smart Company, to issue smart certificates (via Eyevestor and more), and act as director
The Dutch Foundation, or Stichting, can be strategically used in managing the shares of a SMART blockchain company. By setting up a Stichting Administratiekantoor (STAK), investors can be involved without granting them voting rights, thus protecting the company from potential interference or hostile takeovers [4]. This structure allows for the issuance of profit certificates to investors, ensuring they benefit from profits without influencing company decisions [4] [5]. This separation of legal and economic ownership under the STAK model is particularly appealing for maintaining control while rewarding stakeholders [5]. In the Netherlands its possible to raise funding for your startup or real estate via Eyevestor, which assist to issue digital profit ceriticates via the STAK.
Legal Requirements for Blockchain Company Registration in the Netherlands
For entrepreneurs aiming to establish a smart blockchain company in the Netherlands, comprehending the legal requirements is crucial. This includes understanding the necessary documentation and regulatory frameworks that govern blockchain company registration.
Necessary Documentation for Branch Office Registration of a SMART Company
Registering a branch office in the Netherlands requires adherence to specific documentation protocols. The branch office, not being a separate legal entity, must register under the same legal structure as the parent company. This registration is processed through the Dutch Business Register (Handelsregister) at KVK. For a branch office to be recognized as a permanent establishment, it becomes liable for corporate tax and VAT. However, if it engages only in supporting activities, it may be classified as a non-permanent establishment, affecting its tax obligations [6].
Regulatory Compliance and Legal Framework
The legal framework for blockchain companies in the Netherlands is influenced significantly by the Financial Supervision Act (FSA), the Dutch AML Act, and the upcoming Markets in Crypto-Assets Regulation (MiCAR). The FSA does not specifically define cryptocurrencies but classifies them based on their characteristics, which could categorize them as financial instruments, participation rights in an alternative investment fund, or investment objects, each with specific regulatory implications [7].
Cryptocurrencies and their service providers must navigate a complex regulatory landscape that includes compliance with AML/CFT requirements under the Dutch AML Act. This includes mandatory registration with the Dutch National Bank (DNB) for entities offering services between virtual currencies and fiat currencies or custodian wallets. The registration process involves demonstrating compliance with the Anti-Money Laundering and Anti-Terrorist Financing Act and the Sanctions Act. Entities must also establish robust procedures for customer due diligence, sanction screening, and transaction monitoring [8].
Furthermore, the implementation of MiCAR, which is set to become effective in 2024, introduces a new layer of regulatory requirements for crypto-asset issuers and service providers. This includes the necessity for a whitepaper that details the characteristics, rights, obligations, and underlying technology of the crypto-assets. MiCAR aims to enhance consumer protection and establish a regulated market environment for crypto-assets [7].
Understanding these legal requirements and preparing the necessary documentation are essential steps for registering and operating a blockchain company in the Netherlands. Compliance with these regulations not only ensures legal operation but also enhances the credibility and stability of the enterprise within the Dutch and broader European market.
Step-by-Step Guide to Registering Your Blockchain Company in Delaware
Step 1: Preparation
To kickstart the process of registering your blockchain company in Delaware, you must first establish whether you will operate as a Corporation or an LLC. Delaware legislation has been updated to allow both entities to utilize blockchain technology for managing business records and transactions. This includes the authority to tokenize the company's stock or ownership interest on a blockchain platform, such as Ethereum, in the form of a Cryptocoin [9].
Begin by selecting a Cryptocoin name and a ticker symbol. Following this, the company's legal structure needs to be decided—whether it will be a Delaware Corporation or a Delaware LLC. Each structure offers distinct advantages and should be chosen based on your business's specific needs. For instance, LLCs in Delaware offer significant flexibility and asset protection, while corporations may be preferable for businesses seeking to attract venture capital [10].
Step 2: Submission of Documents
Once the preliminary decisions are made, the next step is to submit the necessary documents for registration. This includes the company's Certificate of Incorporation for corporations or Certificate of Organization for LLCs. If you are tokenizing your company's shares, this information, along with the smart contract addresses, must be included in these documents and submitted for approval to the Delaware Secretary of State [9].
For document submission, Delaware offers electronic services through the Division of Corporations. This service allows for the electronic submission of business entity documents but does not support direct online filing. Ensure all required documents are complete and the submission includes all necessary information as Delaware's system does not calculate fees at the time of submission [11].
Step 3: Compliance Checks
Following the submission, the next critical step involves compliance checks. This includes ensuring that your blockchain company meets all regulatory requirements under Delaware law. For Delaware corporations, there are no shareholder restrictions at the time of creation, allowing a flexible post-incorporation setup of shareholders and share distribution [12].
Additionally, ensure that your company adheres to the Delaware General Corporation Law and the Delaware Limited Liability Company Act, which have been amended to incorporate provisions specific to blockchain technology usage. These laws now facilitate the creation and maintenance of corporate records via blockchain, enhancing security, reliability, and efficiency [13].
By following these steps meticulously, your blockchain company will not only comply with Delaware's legal framework but also leverage the advanced capabilities of blockchain technology to enhance its operational efficiency. Remember, the annual compliance requirements include filing company tax reports and paying the franchise tax by March 1st each year [12].
Financial Considerations for Blockchain Companies in the Netherlands
Tax Implications
In the Netherlands, the taxation of cryptocurrencies is unique in that there is no specific crypto capital gains tax. Instead, cryptocurrencies are taxed as assets, except for crypto professionals such as traders, where gains are taxed as regular income [14]. This approach impacts blockchain companies, especially those involved in frequent trading and transactions in cryptocurrencies. The taxable base of assets is reset each year on January 1, applying a wealth tax on the deemed yield from the value of assets from the previous year. The fictitious return rates for 2023 are set at 0.01% for savings, 2.46% for debt, and 6.17% for investments, with these returns taxed at a flat rate of 36% [14].
For blockchain companies, all income, including gains from investments, trading, staking, mining, and rewards, is included in the taxable profit calculation. This inclusion is significant as the starting corporate income tax (CIT) bracket was reduced to €200,000 in 2023, and the tax rate for this bracket increased to 19%, while the standard CIT remains at 25.8% [14]. Additionally, tokens received from staking or mining are subject to corporate income tax based on their market value upon receipt, adding another layer of financial consideration for these companies [14].
Funding and Financial Support
Blockchain companies in the Netherlands can also benefit from various funding and financial support mechanisms. The Horizon program, notably through Horizon 2020 and the upcoming Horizon Europe, has provided significant financial support for blockchain projects. From 2016 to 2019, the Commission awarded approximately €180 million in prizes and grants [15]. Furthermore, the AI/Blockchain Investment Fund and Support Program aim to enhance access to finance for blockchain companies by developing strategic partnerships and providing advisory services to improve investment readiness [15].
In the next phase, starting from 2021, the focus will shift to developing the investment platform through the InvestEU program. This development will potentially scale up the investment fund to a fully developed platform with funding ranging from €1-2 billion, aiming to strengthen the European blockchain ecosystem significantly [15]. These initiatives provide critical financial resources and support for blockchain startups and established companies, facilitating their growth and integration into the broader market.
By understanding these financial considerations, blockchain companies can better navigate the fiscal landscape in the Netherlands, ensuring compliance and taking advantage of available funding and support opportunities.
Ready to register your SMART blockchain company in the Netherlands?
Merging the Netherlands' forward-thinking regulations with cutting-edge blockchain technology provides exciting chances for new businesses eager to thrive in the digital age. Highlighting the need for smart financial strategies and staying within Dutch and EU laws, we've crafted a step-by-step guide for setting up a blockchain business in this energetic economy.
Entrepreneurs who tap into the right support and tools have a great chance to grow and find stability in the digital economy. If you're set to start this adventure and carve out a space for your blockchain business in the Netherlands, think about getting some specialized help. Are you thinking about a SMART Company or getting your Dutch branch up and running? Before anything else, pop over to House of Companies' website for a consultation to make sure you hit the ground running in the marketplace. By taking this step, you're putting your business on the leading edge of digital advancement and laying the groundwork for ongoing triumphs and influence in the worldwide economy.
Are you interested in a SMART Company, and a Dutch branch registration? Schedule a consult first with House of Companies' portal to ensure a smooth and successful entry into the market. By doing so, you position your venture at the forefront of digital innovation, setting the stage for long-term success and impact in the global marketplace.
FAQs
1. Is the use of blockchain technology permitted in the Netherlands?In the Netherlands, there are no specific laws that forbid the use or trading of cryptocurrencies. However, using cryptocurrencies as a form of payment to third parties may fall under certain regulatory requirements according to the Financial Services Act, which includes the Payment Services Directive.
2. Which country is most favorable for registering a blockchain company?The top countries considered crypto-friendly and favorable for blockchain companies include Malta, known for its progressive regulations and beneficial tax system, Singapore, Portugal, Switzerland, Estonia, Germany, Slovenia, and Canada. These countries have created environments that support the growth of the cryptocurrency industry.
3. Is cryptocurrency legally accepted in the Netherlands?Yes, cryptocurrency, including Bitcoin, is legal in the Netherlands. There are no current laws that prohibit Dutch residents from purchasing or trading cryptocurrencies.
4. What are the steps to trade cryptocurrency in the Netherlands?To trade cryptocurrency in the Netherlands, follow these steps: Choose a reliable crypto platform that complies with Dutch regulations, register and complete the identity verification process, and deposit fiat currency using a preferred payment method such as a bank transfer or credit card.
References
[1] - https://www.ibm.com/topics/smart-contracts[2] - https://www.plainconcepts.com/smart-contracts/[3] - https://business.gov.nl/starting-your-business/registering-your-business/foreign-company-registration-in-the-netherlands/[4] - https://www.shelfcompany.com/setting-up-a-foundation[5] - https://www.nomonkeybusiness.eu/en/foundation-administrative-office/[6] - https://business.gov.nl/running-your-business/international-business/doing-business-with-the-netherlands/setting-up-a-dutch-branch-office-or-subsidiary/[7] - https://www.globallegalinsights.com/practice-areas/blockchain-laws-and-regulations/netherlands/[8] - https://sumsub.com/blog/amld5-in-the-netherlands/[9] - https://www.linkedin.com/pulse/delaware-blockchain-corporations-llcs-lawrence-spiegel[10] - https://www.delawareinc.com/blog/form-delaware-company-for-cryptocurrency-venture/[11] - https://corp.delaware.gov/document-upload-service-information/[12] - https://legalnodes.com/article/delaware-incorporation-founders-guide[13] - https://www.wolterskluwer.com/en/expert-insights/delaware-entity-law-2023-compliance-checklist[14] - https://tokentax.co/blog/crypto-taxes-in-the-netherlands[15] - https://digital-strategy.ec.europa.eu/en/policies/blockchain-funding
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