How to open a company in the Netherlands (Holland)

Stages of company registration

In order to register a company in the Netherlands, it is necessary to have a Memorandum of Association, a Notary deed of registration and documents confirming the identity of the beneficiary.

A company can be registered by one or more founders - a legal entity or an individual. The notarial deed of incorporation must be drawn up in Dutch, include at least the main articles of the company and the amount of issued share capital, notarized and signed in the presence of a notary. The memorandum must be submitted to the local trade register of the Chamber of Commerce and Industry.

While a company is in the process of incorporation, business can be conducted on its behalf provided that it adds the letters IO (in oprichting) to its name, which means incorporation. All entrepreneurs engaged in commercial activities and all legal entities must register with the commercial register (Handelsregister) and with the local chamber of commerce (Kamer van Koophandel). When registering in the commercial register, the information is automatically published in the official newspaper (Nederlandse Staatscourant).

Requirements for the company

Company name

• It must not be identical or similar to an already registered name;
• A name that is misleading as to the distribution of the business, the scope of activities and involvement with well-known trade brands, local governments, the royal family will be rejected;
• The name must include 'BV' or 'Besloten vennotschap', 'NV' or 'Naamloze Vennootschap'.

Share capital

One of the main differences between BV and NV is the authorized capital and shares. The minimum capital of a Closed BV Limited Company is €0.01, at least 1 share must be paid up at the time of incorporation. The authorized capital of the company may be increased in the future. The NV company must have a share capital. The minimum capital of an NV public limited company is at least €45,000. At least 20% of the authorized capital must be issued and at least 25% of the par value of the issued shares must be paid up.

Shares

BVs can only issue registered shares. In addition to ordinary shares, BVs can issue priority shares that are vested with separate rights (usually voting rights) as reflected in the articles of association; and preference shares, which entitle the shareholder to a fixed dividend that has a preference over any ordinary share dividend. BV shares are transferred under a deed of transfer, which is executed through a notary. Shareholders are registered in the form of a register of shareholders maintained by the directors. The Board of Directors of a BV must maintain a register of shareholders that lists the names and addresses of all shareholders, the number of shares, the amount paid for each share, and details of any transfer, pledge or use of shares. The share register is kept at the company's office.

In addition to registered shares, bearer shares are permitted for NV companies, which must be fully paid up and are freely transferable. Registered shares are transferred under the act of transfer, which is executed through a notary. NV is authorized to issue share certificates. If the payment for the shares is made in cash upon registration of the NV, then the founders must describe the assets and the auditor must issue an opinion that the value of the contribution is indeed at least equal to the par value of the shares. The auditor's report must be presented to the notary before registration. The charter of NV may provide for restrictions on the possibility of transferring shares. Dutch law provides for two possible restrictions that require the transferor to either offer its shares to other shareholders (right of first refusal) or obtain approval for the transfer of shares from the governing body of the company, as specified in the articles of association.

At least one director and one shareholder is required, individuals and legal entities are allowed. The residence and nationality of directors and shareholders is irrelevant. If there is only one shareholder in the company, then he has the right to be the only director; The founder is not required to personally attend the signing if he issues a power of attorney to his representative or acts through a nominal holder. The details of the directors and shareholders of the company appear in the notarial deed on the establishment of the company, and this information is open to third parties. If a company has more than one shareholder, then it is governed by a Board of Directors. Nominee shareholders and directors are allowed. Any changes in the company's shareholder structure must be notarized. The issuance of powers of attorney by nominee directors is carried out only for specific transactions. There is no need to hold annual meetings of directors and shareholders. The company does not need a secretary.

Legal address

Must be in the Netherlands.

What is included in the price?

• payment of state fees;
• providing a legal address and an agent in the Netherlands;
• preparation and registration of constituent documents of the partnership;
• payment of notary fees and fees for obtaining apostille on company documents;
• payment for nominee services for one year;
• preparation of one general power of attorney;
• issuance of company certificates;
• declaration of trust, a letter of transfer of shares;
• seal production;
• delivery of documents and seal by the courier to Ukraine.