your company formation timeline
The Formation process in 7 steps
The process of expanding your business to the Netherlands requires several steps before you can actually execute your business. This blog post will explain all the steps that are needed and will give you more understanding in what is needed to start doing business in the Netherlands!
Step 1: Start-Up Consult with an Incorporation Consultant
It is important for you to find out what the best corporate structure is, what the process of incorporation is, and what the answers are to your questions. In our start-up consult we will go through the process, answer your questions, and elaborate on what the following steps will be in the establishment of your company in the Netherlands. Our Incorporation Consultants can involve tax and/or legal counsels when appropriate.
Step 2: Application Form
Once you have a clear corporate structure in mind you can complete our Application Form. The order form contains questions concerning the corporate structure, the shareholders & directors, share capital, personal information, and an overview of all the documents we need to collect from you. This information is required for us to understand your company and determine which exact documents we require from you. Based on the Application Form, we can send you a personalized quote, although in most cases our standard company package fee applies.
Step 3: Collection of Documents
In order to start the formation of your company, we need to identify each involved director, shareholder or stakeholder.
The documents we require in this stage are;
A passport copy
Proof of residential address
Signed Ultimate Beneficial Owner(UBO)/Politically Exposed Person(PEP) Declaration
Completed Order Form by each stakeholder (provided by INCO)
Optional : Any supporting/background documents required to comply With Know Your Client(KYC) regulations.
In case a corporate director/shareholder will be appointed, we need at least the following documents;
Certificate of Goodstanding/legal opinion (or similar) which shows the appointed directors/shareholders of the company (legalized)
Formation Deed/Statutes to determine if the director is allowed to act solely
Passport copy/proof of address of the director of the corporate body
Once we have received these documents we are able to continue with the incorporation process and continue to the next step.
Step 4: Formation Process
In order to legally establish your business in the Netherlands, your business needs a Dutch address. This address can be provided through one of our partners, which saves you the trouble of finding your own business location. Our partners provide business addresses all throughout the Netherlands to ensure your business can be located at the best possible location for you!
Drafting the Statutory Documents
The articles will be (and must be) drafted in the Dutch language, but we will provide an unofficial translation into English or another language. Legalization can be provided in English. (In many cases, for use of the translation outside Netherlands, a separate OFFICIAL translation with apostle are required for which extra fees are applicable) In most cases the shareholder(s) will visit the notary to sign the Formation Deed, however, in case of remote formation, the notary will also draft the Power of Attorney in which the shareholder will grant the authority to anyone to incorporate the company on shareholders
The shareholder's register will not be drafted in concept but will be provided AFTER the formation. We can share a concept upon request. It typically takes 2-3 days to receive the concepts of the notary, and INCO will then share these documents with the shareholders, together with the explanation.
If you have any comments on the concept, and you like to make changes, we can instruct the notary to do so. We are not able to inform you upfront on the time the notary might take to perform these changes, or if any additional charges will be applicable. We will inform you, before any extra expenses will occur.
Step 5: Approval & Signing
Now it is getting exciting! You will sign the documents and return them via email to schedule your trip to the Netherlands (to visit the notary, bank, and other involved parties like the City Council to apply for a tax number)!
In case you decide to incorporate the company remotely, the standard procedure will vary from this point on, and you can decide to visit Netherlands to open the bank account at a later stage (or not at all!).
Step 6: Visit to the Netherlands; Meet the notary
We require an approval of the concept at least 1 week before you plan to visit Netherlands to incorporate the company. It’s important that INCO will be able to discuss the details of the concept, and your responsibilities and requirements, which will also be discussed with you in person once you visit Netherlands. We require at least 1 week in advance, to carefully schedule the meeting with the notary, the city council, the bank, and potentially other companies or agencies.
The meeting with the notary will approximately take 1 hour, and it’s important not to forget the passport and the ORIGINAL (paper based) English proof of address (recent). Furthermore you need to consider the requirement to pay up the share capital, so in case your company is divided into 100 shares of 1 EUR, you can pay the notary 100 EUR in cash (which he will transfer back to you at a later stage).
The notary might insist in having an official/licensed interpreter present during the meeting, if the client is not able to fully understand the instructions and comments of the notary. This can even be the case when the client speaks proper English, although that’s very unlikely nowadays. INCO can arrange an interpreter, but it requires at least 1-2 days reservation in advance.
The notary should be able to incorporate the company the same, or the next day, if all required documents and signatures are present.
Registration with the Chamber of Commerce
The final step of the incorporation process is the registration of the BV with the Chamber of Commerce (same day service) and the tax authorities.
The company can be registered online at the Chamber of Commerce by the notary, however, in some cases we join the client to the Chamber of Commerce to register the company in person. This depends on the availability of the notary and/or the time pressure to incorporate the company (for example, when we like to visit the bank the same afternoon, it’s better to manually register the company in person). After the company has been registered at the Chamber of Commerce, it’s entitled to operate any activity (some activities are regulated). Most services are allowed without an extra required business license, such as ‘production’, ‘import-export’, ‘consultancy’, and most other services (unless its more obvious the services are regulated, such as banking, Church, University, security/detective, etc.).
The Chamber of Commerce keeps the Trade Register, which contains information about all BVs (and other business entities) incorporated and/or registered in the Netherlands, like statutory name, date of incorporation, registered address, name and authority of directors. It is noted that also the name and address of 100% shareholders is included in the Trade Register. If it is not desired to disclose the identity of the shareholder, it is recommendable to arrange for shares to be held by a Dutch or foreign third party. (please consider pending implementation of the European UBO-register).
The information in the Trade Register is freely accessible by the public. In day to day business the Trade Register is an important source of information for possible business partners and it is common practice in the Netherlands that the Trade Register is consulted before doing business.
Step 7: Ready For Business!
You are now ready to do business in the Netherlands and grow your business into a fully-fledged international enterprise!
One of the next steps now is to discuss the compliance requirements with our Company Officer and comply with the bookkeeping requirements.
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