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UP
YoUR
BUSINESS
table of
contents
1. Setting up a Dutch BV (i.e. Ltd / SA / GmbH)................................ 3
2. Opening a bank account................................................................ 4
3. Registration at the Chamber of Commerce................................... 5
4. Work and residence permits.......................................................... 6
5. Corporate tax................................................................................. 7
6. Labour............................................................................................ 8
7. Office space................................................................................. 10
8. Personal matters.......................................................................... 11
9. Grants and incentives................................................................... 12
10. amsterdam inbusiness in brief...................................................... 14
11. Expatcenter Amsterdam.............................................................. 15
1. Setting up a
dutch BV
Setting up a Dutch BV is a relatively simple procedure that can
be completed within approximately two weeks.

1a. What is a BV? 1c. Procedure for setting up a BV


A private limited liability company, The procedure can easily be outsourced to a
comparable to Ltd. (UK), Inc. (US), third party, which should ensure that the
Sarl (France), GmbH (Germany) following steps are taken:

Owned by shareholders, privately Set up a Dutch bank account


registered shares
Check the company name with the
Shareholders are not personally liable for Chamber of Commerce
company losses in excess of the amount
that must be paid on their shares. There is no minimum authorised, issued
and paid-up capital for a BV
1b. Are there any restrictions for
setting up a BV? Draw up a notarial deed of incorporation
There are no specific restrictions for an (in Dutch, including at least the
international entrepreneur to do business companys articles of association and the
and set up a BV in the Netherlands amount of issued share capital). While
the BV is in the process of incorporation,
As an international citizen you can start a business may be conducted
BV by following the same rules as a Dutch
citizen. You do not need to live in the Within eight days of incorporation, the
Netherlands to set up a BV company data will be registered with the
Trade Register (Handelsregister) at the
The procedure for setting up a BV can be local Chamber of Commerce (Kamer van
completed from your home country Koophandel). In the Netherlands, the
Chamber of Commerce is a governmental
The Netherlands offers a very efficient organisation
procedure for setting up a limited liability
company. The Chamber of Commerce will forward
the business registration details to the
tax authorities. Subsequently they will
contact the company

The complete procedure need not take


longer than one to two weeks following
submission of the required documents.
Gathering the necessary information
regarding beneficial owners (first
managing directors, etc) by the
incorporators is often the most time-
consuming aspect of the process.
2. opening a
bank account
Banks such as ING, ABN AMRO and Rabobank are familiar with opening
bank accounts for international companies and/or persons.

2a. Are there any restrictions? A copy of the Company License of the
There are no particular restrictions for an parent company showing the latest
international company or person setting up a annual review status
bank account in the Netherlands (e.g. Dutch
nationality is not required to set up a bank A copy of the latest Memorandum and
account). Articles of Association, including all
revisions
2b. Opening a bank account for
business The business registration certificate
To open an account, the following entities
need to be identified and verified: An organisational chart, submitted and
The legal entity (BV) signed by the director of the entity
The director(s) or legal representative, showing all
The (ultimate beneficiary) owner(s), intermediate businesses. This chart must
the legal entity (parent company) and show which ultimate beneficial owners
persons who own or control at least 10% (UBOs) are involved in this business and
of share capital or voting rights. what percentage of ownership they
represent
2c. Required documents
A (concept) deed of incorporation drawn A verified and certified copy of the
up by a civil law notary with an office passport(s) of the UBOs who own or
in the Netherlands. A concept is only control at least 10% of share capital or
required if the BV is being established voting rights. If the UBO does not have
a passport, a notary document stating/
A copy of the passports of the directors proving this persons identity is required
and legal representatives mentioned in
the deed of incorporation All individual owners need to provide a
notary document stating their addresses
A notary document stating the addresses in their country of origin.
of the directors in their country of
origin. This is applicable for all directors 2d. Procedure
who are not yet registered with the The process will take two to three weeks.
Dutch authorities as a resident of the Providing that the necessary documents are
Netherlands available, the procedure can run in parallel
with setting up the BV In the case of a very
low share capital (for example 0.01), opening
a bank account can take place after the
incorporation.
3. Registration at the
Chamber of Commerce
Registration of the BV with the Chamber of Commerce will be
handled by the notary.

3. Registration with the Chamber


of Commerce
All businesses should register with the
Chamber of Commerce. This trade register
is a source of information that is openly
accessible to everyone and includes the
following details for every business:
Trading name and a brief description of
the business

Legal form and place of establishment

Names and addresses of the owners,


managers, supervisory board members or
partners

The capital invested in the business

The number of employees.


4. Work and residence
permits
The Expatcenter is familiar with the process of applying for work and
residence permits and can inform you about the procedures.

4a. Work authorisation As of 2015, ambitious entrepreneurs can apply


Business travellers from outside the EU/EEA or for a temporary residence permit vaild for
Switzerland do not need work authorisation to one year. In order to be eligible for this type
attend business meetings in the Netherlands. of permit, the start-up must be guided by an
This exemption is limited to a maximum of 13 experienced facilitator in the Netherlands and
weeks per year in total. provide an innovative product or service.

Beyond the maximum of 13 weeks, or in case 4b. Legal stay


the performed tasks do not or no longer Regardless whether work authorisation is
qualify as business meetings but run over needed, a visa is required.
into actual employment, work authorisation is Short stay: foreign nationals who wish
required. to visit the Netherlands briefly, for no
longer than three months within a six-
The most common form of work authorisation month period, do require a short stay visa
in the context of international business is a (either tourist or business) to enter the
residence permit as highly skilled migrant. Netherlands. Countries exempt from this
visa requirement include all EU/EEA
The requirements for a highly skilled migrant countries, Switzerland, the USA, Japan,
status are: Australia, Canada, South Korea,
The company must have recognised Argentina and Brazil. The short stay visa
sponsor status. Obtaining this status is valid for all countries in the Schengen
requires a business plan and solid area (i.e. all EU countries, with a few
financial forecast. In certain cases exceptions).
assistance of NFIA can be obtained.
The gross monthly salary of the highly Long stay: to stay for an uninterrupted
skilled migrant must be above the period of more than three months, all
following thresholds (level 2015): non-EU/EEA/Swiss nationals require a
EUR 4,524.12 if the applicant is 30 residence permit. Most of them require,
years in addition, a provisional residence permit
of age or above before applying for a residence permit
EUR 3,316.68 if the applicant is (MVV, machtiging tot voorlopig verblijf)
younger than 30 from the Dutch consulate. Exempt from
EUR 2,377.08 if the applicant has the MVV requirement are only the USA,
graduated in the Netherlands and is Canada, Japan, Australia, New Zealand
hired within 12 months. and South Korea.

For business owners (having a stake of


25% or more), work authorisation takes the
form of a residence permit as independent
entrepreneur. A points system applies in which
the level of innovativeness of the business
plays an important role.
5. Corporate
tax
The main taxes in the Netherlands are corporate income tax, value
added tax, wage tax, personal income tax and dividend tax.

5a. Corporate income tax (CIT) The Netherlands has signed treaties with
Corporate income tax is levied at the following more than 90 countries in regard to the
rates (2015): avoidance of double taxation on income
20% on the first 200,000 of taxable and capital
profits In addition, dividends received by resident
25% on taxable profits in excess of corporations that qualify for participation
200,000 exemption or affiliation privileges are
More important than CIT is the effective exempt from corporate income tax
tax rate, i.e. what tax payments effectively This exemption is one of the most
will amount to as a percentage of important provisions of Dutch tax
commercial profits legislation.
In this regard, there are various tax
planning techniques available when 5c. Value Added Tax (VAT)
operating in or through the Netherlands Standard VAT = 21%. This applies to most
to mitigate the effective tax rate on the goods and services, including the import of
warehousing, distribution, sales and products
manufacturing activities of a company in A lower VAT rate of 6% applies principally
the Netherlands to food, books and newspapers,
In order to know with certainty (in newspaper advertisements, medicine,
advance) what the tax position of a Dutch passenger transport and hotel
office will be, an advance tax ruling from accommodation.
the tax inspector may be obtained.
5d. Dividend tax
5b. Double taxation and tax treaties The dividend tax rate is 15% (due to tax
The Netherlands has an excellent treaty treaties with various other countries, a
network for the avoidance of double lower tax rate may apply)
taxation, created as part of an overall policy The tax is withheld by the company that
of removing obstacles to the international pays out the dividends and pays it to the
flows of goods and capital tax authorities
Withholding taxes on dividends, interest The dividend tax withheld serves as an
and royalties need to be as low as possible, advance tax payment on income and
preferably zero corporate income tax.
In line with this policy, there are no
withholding taxes on ordinary interest and 5e. Wage and personal income tax is
royalties. Furthemore, most tax treaties addressed in chapter 8.
lower the withholding tax on outgoing
dividends
6. Labour

When hiring employees who perform most of their work in


the Netherlands, Dutch labour (tax) law will apply.

6a. Employment contract The final day of employment shall


There are different options for an employment coincide with the end of a calendar
contract. A contract can regard: month
an indefinite period of time If the employer gives notice to
a fixed term terminate, the term of full calendar
the performance of specific task months is in accordance with the
temporary employment. following overview:

Unless otherwise specified, the employment
contract is deemed to have been concluded for Years of service Notice period
an indefinite period of time. <5 years one month

Probationary period 5-10 years two months


None for an employment contract shorter 10-15 years three months
than six months
Two months for an employment contract > 15 years four months
for an indefinite period of time
One month for a fixed term employment For employees who are employed for a fixed
contract with a term of six months but not term, employment ends on the last day of the
exceeding two years period referred to in the individual employment
Two months for a fixed term employment contract:
contract with a term exceeding two years.
For employees performing a specific task,
Notice to terminate employment ends when when the task
Both parties can instantly terminate the the employee was hired to perform is
contract during the probationary period or in completed
the case of instant dismissal for compelling For employees who are employed to
reasons. In all other cases, the employment carry out work of a temporary nature,
contract terminates as explained below: employment ends on the date mentioned
For employees who are employed in the contract or by a notice to terminate
for an indefinite period of time: in from the employer or employee, observing
accordance with the statutory notice a term of one month if the contract
periods exceeds six months.
If the employee gives notice to
terminate, the term is one full
calendar month, unless otherwise
stipulated in the employment
contract
6. Labour

6b. Salary & holiday allowance 6d. Healthcare insurance


Each employee receives an individual Obligatory form of insurance against
salary paid in a gross amount per month medical expenses
or four weeks. The employer is obliged All persons residing in the Netherlands
to deduct the necessary taxes and social are obliged by law to take out healthcare
premiums. insurance
The healthcare insurance consists of
Holiday allowance a basic package (determined by the
Holiday allowance is 8% of (12x) the basic government), while supplementary
monthly salary earned in the reference healthcare insurances on an individual
period, excluding bonuses, overtime and basis are also available
additional payments Often companies, in cooperation with
In most companies, holiday allowance a health insurance company, offer a
payments are made in May. It is also basic package with a discount to their
permitted to pay it monthly employees.
When the employment contract is
terminated, the holiday allowance is
calculated on a pro rata basis over the
unpaid months.

Social premiums
The social premiums in the Netherlands
account for about 25% of the gross wage.
These premiums are an extra cost for the
employer and cannot be deducted from
the employees salary.

6c. Leave
Employees are entitled to 20 days of legal
holidays per year (for a full-time contract,
not including public holidays)
Public holidays: New Years Day, Easter
Sunday, Easter Monday, Ascension Day,
Whit Sunday, Whit Monday, Christmas Day
and Boxing Day, plus Kings Day, the day
on which the Kings birthday is celebrated
(27 April).
7. Office
space
Renting an office in the Netherlands/Amsterdam is easy,
affordable and flexible.

7a. Types of office space


Rental costs of office and industrial
space do not vary much throughout the
Netherlands (with some exceptions for
first-class locations)
Prices are competitive compared to other
Western European countries
A wide variety of business centres also
offers flexibility in terms of space, facilities
and rental periods. These offices share
services such as reception, office, meeting
rooms, restaurant/canteen etc. Offices can
be scaled up and down very quickly and
rental terms start at one month.

7b. Contract terms


Regular office space rental terms are
three to five years, with notice periods of
six to 12 months
Business centres offer very flexible rental
terms, starting at one month
Service costs will be charged per square
meter or a fixed amount per month
There are several information sources
where you can find available office space:
Funda: www.fundainbusiness.nl
RealNext: www.realnext.nl
An overview of available business
centres can be requested at
amsterdam inbusiness.
8. personal
matters

8a. Opening a personal bank account This results in a maximum (effective) tax rate of
approximately 36.4%. This tax-free allowance
Required documents: is considered a compensation for the expenses
Passport or identity card that an international employee has by working
Tenancy agreement or other official proof outside his or her home country. To be eligible
of address for the 30% ruling the following conditions
Social security number must be met:
(burgerservicenummer, BSN)
For non-EU members, a residence permit The employee works for an employer
or proof of registration at the Immigration liable to withhold Dutch payroll tax on the
and Naturalisation Service (IND). employees salary
The employer and employee have to
8b. Personal income tax agree in writing that the 30% ruling is
For income tax, there are three different applicable
taxable incomes, each of which falls into The employee has to be transferred from
a so-called box. Each box has its own tax abroad to a Dutch employer, or has to
rate: be recruited from abroad by a Dutch
Box 1: taxable income from work and employer
home (progressive rate up to 52%) The employee has not resided within 150
Box 2: taxable income from substan- km of the Dutch border for 16 months
tial shareholding (fixed rate of 25%) or longer in the last 24 months prior
Box 3: taxable income from savings to the start of their employment in the
and investments (fixed rate of 30% Netherlands
on a fixed return of 4% (effectively The employees taxable salary (roughly
1,2% of the value)) the gross salary reduced with the tax-free
Each form of income is taxed in one reimbursement under the 30% ruling) is at
box only (no double taxation) least 35,770 per year
The Netherlands offers a special tax The employee needs to have expertise
regime for expatriates, the so-called that is scarcely available in the Netherlands
30% ruling, which provides a substan- Without a 30% ruling, certain costs can be
tial income tax exemption (up to reimbursed tax free as well. This includes
30%) for a period of up to 96 months. international school fees, relocation
expenses and a moving allowance up to a
The 30% reimbursement ruling is a tax certain limit.
advantage for international employees working
in the Netherlands. If a number of conditions
is met, the employer is allowed to grant a tax-
free allowance amounting to 30% times 100/70
of the gross salary subject to Dutch payroll tax.
9. grants and
incentives

9. Grants and incentives WBSO: Tax incentive of 11 for


The Dutch Government often supports each R&D hour
initiatives through grants and incentives that The WBSO provides a reduction of payroll tax
contribute to the future of the competitiveness and social security contributions in respect
and sustainability of the Netherlands. Below to R&D employees. This contains the R&D
you will find the key areas for these subsidies. deduction of 35% (50% for a start-up) of the
first 200,000 in R&D wage costs and 14%
Dutch top sectors for the remaining surplus. The R&D activities
The Netherlands is renowned for its top focus on the development of technologically
sector policy, through which it excels globally. innovative products, processes or software,
This includes the following sectors: high-tech on technical research or on the analysis of the
materials & systems, agri-food, water, energy, technical feasibility of your R&D work.
horticulture, chemicals, creative industries,
logistics and life sciences. The government RDA: General tax facility to reduce
offers priority to subsidise these sectors to help R&D costs
them remain competitive in the future. Lots of Companies may deduct more than 60% (2015)
these grants are related to innovative activities, of their investments from the corporate income
supporting entrepreneurship, sustainable tax through the Research & Development
development and environmental activities. Allowance (RDA). This concerns investments in,
Most of them are of a temporary nature. amongst other things, the rental of equipment,
purchase of materials and investments in a
The group of top sector grants includes a Food laboratory.
Research programme for SME firms, which
provides grants for feasibility projects (50%), Innovation box: Effective tax rate
industrial research (45%) and/or experimental of 5%
development (35%). There are also several Furthermore, with regard to R&D, companies
schemes in the chemicals top sector, linked to can benefit from an effective corporate income
public-private partnerships with grants varying tax rate of only 5% for R&D income through
from 33% to 80% and a duration of four to five the Innovation box.
years.
MKB+: Alternative to bank financing
Innovation and entrepreneurship with flexible repayment
Beside the top sectors, the R&D Promotion Act The SME Innovation Fund (MKB+) consists
(WBSO) also aims to stimulate innovation in of several pillars such as 1) the Innovation
business. Credit, which is used to stimulate development
projects for which businesses cannot raise
sufficient funds in the capital market.
9. grants and
incentives

This risk bearing loan contains a funding of EIA: A tax relief programme for
35% for SME companies or 25% for SME+ sustainable energy
companies of the allowable project costs, You can also deduct investments in energy
up to a maximum of 5 million. 2) The saving equipment and durable energy (Energy
SEED Capital scheme provides credit with Investment Allowance) for a percentage of
a flexible repayment schedule to emerging 41.5%.
technology and creative entrepreneurs through
participations by investment funds. other sustainable subsidies
SDE+ is another grant related to sustainability.
Sustainability and environment It provides subsidies for the production of
The Dutch government allows companies to sustainable energy. As such, there is a selection
deduct a certain percentage of the investment of European grants that belong to this area,
from their taxable profit. Businesses that invest such as Eco Innovation (grants covering up to
between 2,300 and 309,693 are eligible 50% of the eligible project costs), LIFE+ and
to claim the small-scale investment allowance TEN-E.
(KIA) for up to 28% of all their investments. The
precise total depends on the amount invested.

MIA/VAMIL: tax relief schemes for


environmentally friendly investments
Investments in environmentally friendly
business assets through the environmental
investment allowance (MIA) are deductible to
a maximum of 36% of the investment from the
corporation tax. Its also possible to randomly
depreciate environmentally friendly business
resources up to 75% of the book value in the
first year (VAMIL).

We look forward to welcoming you to

Amsterdam!
The official foreign investment agency
of the Amsterdam Metropolitan Area,
amsterdam inbusiness, provides free,
active support and independent advice amsterdam inbusiness
to organisations planning to invest or
settle in the region.
in brief
amsterdam inbusiness is the official foreign
investment agency of the Amsterdam Metropolitan
Area (Amsterdam, Amstelveen, Almere and
Customised solutions Haarlemmermeer). amsterdam inbusiness assists
foreign companies with the establishment and
expansion of their activities in the Netherlands. We
By combining your data with ours, can help you create a convincing business case for
we can provide you with relevant setting up in the Amsterdam Area by offering practical
information for your organisation. Our advice and relevant information. And its all free, strictly
services for organisations planning to confidential and without any hidden agenda.
set up in the Amsterdam Area include: Our commitment does not end once you have set up
an operation in the Amsterdam Area. We strive to build
Market intelligence: providing specific data on a long-term relationship in order to be supportive in
markets, industries and sectors in, for example, ICT, any phase of development of your company.
financial services, media, advertising, life sciences, Considering setting up your business in the Amsterdam
food, gaming, aerospace, logistics etc. Area? Dont hesitate to contact us. We look forward to
Investment climate: providing information about welcoming you to Amsterdam!
the Dutch tax climate, incentives, legal & regulatory
framework and labour market. Developing
independent benchmark reports on salary levels,
office rent, cost of living etc for your European
location study and/or supply-chain study
Fact-finding visits: tailor-made fact-finding
programmes for information about the fiscal climate,
the market, the availability of talent, the business Contact us
info@amsterdaminbusiness.com
climate, the quality of service providers and the
www.amsterdaminbusiness.com
availability of office locations
Legal & tax advice: organising free introduction
Amsterdam
meetings with internationally-oriented business PO Box 2133, 1000 CC Amsterdam
service suppliers to elaborate on legal and fiscal Telephone: +31 (0)20 254 5045
structures that meet your current and long-term amsterdam@amsterdaminbusiness.com
needs Almere
Talent: tapping into the labour market via PO Box 200, 1300 AE Almere
introductions to recruiters and/or networks and Telephone: +31 (0)36 539 9487
communities of professionals almere@amsterdaminbusiness.com
Business & partner networks: introductions to Amstelveen
strategic partners, business networks/associations, PO Box 4, 1180 BA Amstelveen
Telephone: +31 (0)20 540 4423
knowledge institutions, tax authorities, governmental
amstelveen@amsterdaminbusiness.com
agencies and, if possible, potential clients
Relocation support: assistance in search and selection Haarlemmermeer
PO Box 250, 2130 AG Hoofddorp
of temporary, flexible and permanent office space Telephone: +31 (0)23 567 6135
including site visits haarlemmermeer@amsterdaminbusiness.com
Support for international staff: apartment search
for expats (short stay/long stay), introductions to
international schools, expat clubs and referrals to
doctors, dentists, accountants etc.
Amsterdams Expatcenter cuts through the
bureaucratic red tape for the Amsterdam
Metropolitan Areas growing number of
international companies and their migrant
One-stop shop
employees. Since its opening in 2008, for employees
the Expatcenter has proved to be very
successful with hundreds of international Amsterdams appeal lies in its rich cultural heritage,
companies making use of its streamlined creative culture, commercial dynamism and high quality
procedures. of life. Ultimately, however, the citys greatest asset is its
people, a healthy and growing percentage of whom
are international.

Serving international The Expatcenter was one of the first Dutch schemes
businesses and their to cut the red tape for expats, drastically streamlining

employees relocation procedures and helping them settle in. Eight


years later, the Expatcenter offers a comprehensive
range of services. Firm partnerships with banks and
Two government agencies in the Amsterdam childcare providers, relocation companies, lawyers,
Metropolitan Area jointly assist international companies language schools and more mean the Expatcenter has
and their staff. Amsterdam inbusiness is the official the tools to make an expats first few months a little
foreign investment agency that assists companies with smoother because the first step of a journey doesnt
the process of establishing a branch or subsidiary in the have to be the most difficult one.
Amsterdam Area. The Expatcenter serves highly skilled
migrants making the move to Amsterdam, as well as the Together with its partners from the I amsterdam portal
businesses bringing highly skilled migrants to the region. site, the Expatcenter continues to expand its digital
support for Amsterdams international community, both
practical and pleasurable. Welcome to Amsterdam!

What the Expatcenter


can do for you
The Expatcenter services international companies
across the Amsterdam Metropolitan Area
Cooperating with the Dutch Immigration and
Naturalisation Service (IND), the Expatcenter is a
one-stop shop for international companies and their Contact us
employees expatcenter@amsterdam.nl
Employers can use the Expatcenter to initiate www.expatcenter.com
residency applications before a new employee even +31 (0)20 254 7999
arrives in the Netherlands
Fast-track services mean qualifying expats can Or visit us at:
begin work as soon as two weeks after their World Trade Center Amsterdam
employers have submitted their application to the F-Tower, second floor
IND Strawinskylaan 39
Following an agreement with the Dutch Tax 1077 XW Amsterdam
Department in 2011, applications for the
employees 30% tax ruling can now be made via the Opening hours:
Expatcenter Monday-Friday 09.00-17.00
The Expatcenters website,
www.expatcenter.com, contains a wealth of useful
information for employers as well as for expats.