Understanding the Process of Opening a Dutch BV Company

Netherlands

Opening a business is an impressive feat by itself, let alone opening one in a completely different country. Planning to open a business in another country takes a while longer than the planning of opening a business in a native country, particularly due to the nature of a whole other set of laws, rules and regulations that must be adhered to. Do not panic, however, for we have formulated a guide to help business owners better understand the processes of opening a business in a different country. In this case, the focus is on opening a company in the Netherlands. Read on for more!

The Netherlands has become an up-and-coming, popular destination for business owners and entrepreneurs alike to invest in. Providing a range of vibrant and cultural cities like Amsterdam, Den Haag and Rotterdam, there is a location suitable for any business, big and small. The Netherlands attracts entrepreneurs from the world over, with their innovative environments and digital infrastructures. There is no surprise that business owners from all over choose to invest in cities such as these when wanting to springboard into the wider European markets. If you yourself are a business owner or budding entrepreneur considering investing in the Netherlands, we have detailed a helpful list below, enabling you to better understand the processes that you must go through when opening a Dutch BV company.

What is a Dutch BV?

The first step of opening an overseas business, is understanding the terminology. A Dutch BV is simply put, very similar to that of a private limited company in any other company. Dutch BV stands for besloten vennootschap, translated to Dutch limited company. While you may open the company and register it under your name, you are still considered an employee of said company, and must always act on its behalf. A Dutch BV is made up of shareholders, either on a one-tier or two-tier scale, and shareholders on these scales provide a supervisory role over the business, but do not get involved in the running of the business. The shareholders own the equities of the business and are the ones who hold ultimate power over the business. Company directors run the business on a day-to-day business and have input on the decisions based around the business’ best interests.

If you are the registered owner of a small Dutch BV, you possess the ability to be the sole shareholder and director, earning the title of directeur en grootaandeelhouder (DGA), or, director and major shareholder (DMS). The ideal thing about opening a business in somewhere like the Netherlands, is that there is no specified requirement about how many shareholders or directors a business must have to open a BV. You can have as many or as few as you please.

Where to Begin

If you have decided that you would like to go ahead and open a Dutch BV, good on you! The process to progress from the planning stage to having a registered BV is a simple one, and there are plenty of resources available in person and online, to assist in this process. Some people want to conduct this process themselves, without the help of any other person, and that is okay. However, if you are finding yourself a little uncertain, and want a bit of guidance when looking to start a Dutch BV, consider hiring the services of a company like that of Inco Business Group. Businesses such as this are based in the Netherlands and provide all the services that you would require when setting up a business. From the planning stage through to the final, more latter stages, you can expect an exceptional level of professionalism and support the whole way.

For those who are keen to go through the process independently, you will want to begin the process by researching whether the name you want for your BV is available. The levels of popularity for opening a business in the Netherlands are on an upward trajectory, so do not be disheartened if you are finding that the name you want has already been claimed by a fellow entrepreneur. There is a similar name out there for you, and one which will give an idea to customers and clients as to the products or services that you will be providing as a business. It must be noted that you don’t want to be choosing an already existing name, in case you land yourself in some legal troubles in the future regarding copyrighting.

Incorporation of Your Business

To make things official, and to get the ball rolling, you will need to incorporate your business before you can do anything. However, this is something that cannot be completed alone; you will need the assistance of a civil-law notary to make this a legally binding document. Within this document, the ‘articles of association’ linked to the business must be detailed in full, including the name and address of the business, the nature of the business, information about shareholders (if there are any), and any shares that are within the business. This document is then signed by the incorporator – in most cases, the business owner – and the civil-law notary. Your business is now registered, hurray!

Starting Up

Prior to being able to trade as a business, the BV must be established, and this is the easiest part of the entire process. In order to establish your BV, you must ensure that there is at least 1 Eurocent paid into the company. That is all! Following this simple process, you are then free to register the business with the Dutch Trade Register of the Chamber of Commerce (KvK). Similar to that in the UK, the registration process does take some time to be completed, but the business is not under any restrictions during this period of time. The BV that you have registered is able to trade throughout this time period, ensuring that you are not missing out on any potential profits. Furthermore, you will want to ensure that you have opened up business bank accounts and other helpful resources, which will make running the business on a day-to-day basis, a lot easier.

What About the Shareholders?

Like most parts of our lives, we want to protect the things that are most important to us. The same can be said in the world of business. You don’t want to be met with costly obstacles further down the line; you want to be prepared for any potential problems that your business will face, including that of financial issues and profits. If you have had shareholders invest in the company, as mentioned prior, they will be the ones who, essentially, own the assets associated with your business. To protect your business and those assets – along with the shareholders themselves – you will want to create some sort of shareholders agreement.

Having a shareholder’s agreement contains specific information, related to the role and tasks of the shareholders, if you have decided to assign them with tasks. For others, the agreement instead details the share of sales and the funding of the business, along with other important information such as who decides the appointment of any future directors, the obligation to vote on certain topics related to the business, and much more. Possessing a shareholder’s agreement allows you and your business to run as smoothly as possible and can be amended as and when necessary.

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