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- Company Formation
In this 30 min call, our formations Expert will talk you through all the benefits and opportunities for your business in the Dutch business environment. We are here to answer your questions!
- Company Services
In this free consultation, our expert can explain you all you need to know about our Company Services pack. This includes o.a.: 1. Local Representation Services 2. Bookkeeping
- Business Development
In this consultation, our Business Development Manager will talk you through the process of this services and will answer all your questions regarding growing your business in the Netherlands!
- November 20, 2019 | 11:00 AMHogeschoollaan 1, 4818 CR Breda, Netherlands
- November 14, 2018 | 10:00 AMSandstone Lane, London E16 1XL
- June 20, 2019 | 1:00 PMLaanzichtweg 60b, Teteringen, The Netherlands
- How can Dutch trust services help your business formation?
When you start a business in the Netherlands you may consider to engage a trust company who can provide registered office address and Dutch directorship services. In this post we will explain the advantages and disadvantages of engaging a trust (office) company in the Netherlands considering the tax regulations of today, and the best practise solution for international companies to start a corporation in the Netherlands. What is a trust office ? Does the "trust solution" still work ? Maintaining a Dutch corporation without the engagement of a trust company What is a trust office ? A trust office is also known as a ‘corporate service provider’ or ‘csp’. In some countries, typical trust services are provided by law firms, or even accounting firms. In the Netherlands, ‘trust offices’ are regulated by the Dutch Central Bank. A trust office provides (nominee) director and shareholder services. Which means that the trust office has professionals which can act as the director for your company. Similarly they can act as your shareholder, for example for privacy purposes (although the latest UBO register further complicates privacy protection). From a tax perspective, it can be very important where the directors of the Dutch company are resident, as explained in our article on substance requirements in the Netherlands. A trust company can provide a certain level of ‘substance’, which a foreign based shareholder/ investor needs in the Netherlands for maintaining a Dutch corporation. This may include (limited) management services (the appointment as director), providing registered addresses for the company, bookkeeping, legal services, etc. Does the "trust solution" still create substance from a tax perspective ? Not so much as before. Recent legal updates have made it more complicated for ‘passive’ companies to create substance in the Netherlands by means of a trust service. But certainly not yet impossible. Furthermore, many companies use trust services, for other than tax motives. In case tax motives are the primary focus, and the Dutch cooperation wants to qualify for the benefits of the Dutch tax treaties, or the EU Directives for effectuating reduced foreign withholding taxes on dividends, interest or royalties (or even a full exemption thereof), the Dutch corporation will then need a real presence in the Netherlands in order to meet the criteria for avoiding the application of Dutch (exchange of information) and foreign anti-abuse rules (no exemption withholding tax). Maintaining a Dutch corporation without the engagement of a trust company There is no legal requirement to appoint a Dutch director. So international entrepreneurs can incorporate a Dutch company themselves, and even act as director and shareholder. The ‘substance’ discussion is not relevant for many entrepreneurs that start a Dutch business, for example, because they don’t make a profit in the Netherlands, or because they create substance in a different manner (via staff, or a local warehouse, etc etc). INCO has assisted hundreds of entrepreneurs that incorporated a company in the Netherlands, without the use of Dutch trust services.In some cases, it’s simply decided to postpone the involvement of a Dutch director, until this matter becomes more relevant (say; when the company starts to make a profit). INCO Business Group is not a regulated trust office, but if you wish to receive more information about the engagement of a trust company, please feel free to contact us. We have an extensive network within the trust industry and we can connect you to an appropriate and trustworthy firm who can supply the trust services for your Dutch company.
- Appointing a Dutch nominee director
An Essential Service For The Non-Resident Entrepreneur When setting up a company in a new country, entrepreneurs face basic but fundamental challenges because of their inexperience and unfamiliarity with local Company and Tax law. At best these challenges can slow the business down, at worst they result in failures that have a serious negative impact on the success of the business. At INCO we ensure that the businesses we help establish are ready to operate and grow smoothly. As part of our commitment to providing added value to clients, we offer a bespoke Directorship Services that supports them in doing business in the Netherlands. The definition ‘nominee director’ can be misleading. INCO does not facilitate the traditional ‘nominee services’ in which a director would simply be appointed to blindly follow the instructions on behalf of a beneficial owner(or even provide a general Power or Attorney). This is not how Directorship services work nowadays. Instead, INCO facilitates in professional and independent directorship services, which are in compliance with Dutch regulatory requirements for trust Offices and tax purposes. This service gives non-resident entrepreneurs an experienced local representative to ensure that they meet all mandatory compliance responsibilities, have an authorized representative to negotiate and sign necessary service agreements on their behalf, and have someone to assist with a range of administrative duties. With our Dutch Directorship service, you’ll be free to concentrate on managing your core business priorities while we manage the day-to-day tasks. Why should you appoint a Dutch nominee director? 1. Meet Company Compliance Requirements Certain legal structures require a formal ‘Secretary’ for the purposes of incorporation. By appointing one of our Dutch directors, businesses can satisfy these requirements without needing a local nominee director, and therefore keep full control of the business. 2. Dealing Directly With Government Authorities Your Dutch Director can be authorized to deal directly with different government authorities. They can contact tax authorities to apply for a VAT number or social security number; deal with immigration authorities for visa applications and more. Where required, (local) representatives (not per se a Director) can also be granted authority to deal with the local Chamber of Commerce on behalf of your business. This makes it incredibly simple to arrange for transfer of shares, changes in directors and other organizational changes. So if traveling to the region isn’t convenient for you and where speed is of the essence meaning sending notarized documents by courier isn’t an option, a Local Representative will be your best bet. 3 . Provide An Authentic Local Image As they’ll be visible in the extract of the Chamber of Commerce which is available for public review, having a Dutch Director gives your business a real presence in the country. In instances where your customers or potential partners want to ensure that your business has legitimate local substance, they will be able to establish this from the extract. Not to mention that being represented by a local who speaks the language and knows the intricacies of the business culture, your business can ensure that customers and partners legitimately view your business as a local one. 4. Growing Your Business As your business grows, you’ll need to start thinking about expanding your team and possibly investing in real estate. When looking for a new office, your Dutch Director can take charge of finding and negotiating leases. In some instances it can be beneficial to have your representative actually sign the lease on your behalf as some landlords will be hesitant to lease to non-residents. With their local knowledge and business experience, they’ll also be perfectly placed to take charge of creating and publicizing job posts for your business. That way you can get a head start on hiring the right talent when you’re ready.
- Should you start a branch, a subsidiary, or an independent company?
As part of the parent company, a branch (Dutch: "filiaal" or "nevenvestiging") is not a separate legal entity. We already spoke about this subject in another post about ‘branch vs subsidiary’. However, like other business entities, a branch of a foreign company must be entered in the trade register of the Chamber of Commerce. A branch may be desirable in the early stages of starting a business in the Netherlands. Also the speedy formation and the relative privacy of the branch can be advantageous. On the other hand, a disadvantage of the branch is the full liability of its parent for claims caused by actions carried out by the branch. Typically, global entrepreneurs choose to operate through a BV or NV. In principle, branches are subject to Dutch corporate income tax at the same rate as an NV or BV. If you want to do real business in the Netherlands we advise you to set up a subsidiary instead of a branch because of the following reasons: Because the subsidiary and the parent company are distinct legal entities, the parent company is not exposed to any liabilities of its subsidiary. The liability of the Dutch subsidiary is limited to its own assets. By contrast, a foreign investor is always liable for the activities of its Dutch branch. This means execution of the branch’s liabilities can be enforced at the expense of the foreign investor’s assets, even if these are located abroad. So in light of risk management setting up a subsidiary will limit the liability. From a commercial point of view, a subsidiary will be considered a Dutch or European company rather than a foreign company. Clients in the Netherlands often prefer to do business with a company which is set up according to Dutch law. A Dutch limited company may look more trustworthy to them compared to a foreign Ltd. Clients will know that Dutch law will be applicable and not foreign law. A subsidiary may enjoy certain tax advantages. Annual tax filing requirements are less stringent for subsidiaries than for branches. A branch’s annual filing will reveal financial information about the foreign entity that it may prefer to keep confidential. Besides that a branch can be confronted with double filing obligations of the annual accounts, for the trade register in the Netherlands and the trade register in the country of residence whereby the filing requirements may not be exactly the same. For opening a bank account, signing contracts with organisations, a subsidiary in the Netherlands set up under Dutch law may be required. For a single project a branch may be the best option though, since it can be registered quickly. Subsidiary comparison Branch Comparison
- Company Officer Service | INCO Business Group | Teteringen
Company Officer Service making your business grow and develop for the future We make sure you comply with all mandatory compliance responsibilities We act as an authorized representative on your behalf We assist you with administration and operations Appointing a dedicated Company Officer Did you know that Dutch companies are not legally required to appoint a local director (or shareholder!) in the Netherlands? This is good news for entrepreneurs planning to expand to the Netherlands while acting as ‘local’ directors themselves. However, being appointed as a director also results in important (corporate) responsibilities, and therefore also potential liabilities. In several events, such as bankruptcy, or (or annual report), the director of a Dutch company can be held for financial damages. late filing of a tax return personally liable Local Representation Getting familiar with a new market, and setting up a business can be tricky. It requires knowledge of local (tax) legislation and regulations, culture, language, customs and habits. But also knowledge of factors like infrastructure, geography, politics and competitors. Knowledge that you need in order to conduct business fairly and successfully to create a sound foundation for growth. By appointing a dedicated INCO Company Officer, we provide non-resident entrepreneurs an experienced local representative to ensure that they satisfy all mandatory compliance responsibilities, have an authorized representative to deal with government agencies on their behalf, and have someone to assist with a range of administrative duties and operation decisions. Your dedicated company officer can work closely together with your country manager. Please note : Our Company Officers can't act as an authorised representative, except for specific government purposes. Such as dealing with the Chamber of Commerce (company updates) or the Tax authorities. Download Brochure Company officer service Get in touch for more information Our Company Officer will ensure that you’ll be free to concentrate on managing your core business priorities while we manage the day-to-day tasks. Our company service includes: Assistance in , obtaining a bank account Assistance in obtaining a VAT number A retainer on dedicated support of a experienced Company Officers (corporate) secretarial support, which is likely to involve: Considering statutory office requirements Dealing with incoming government letters (in Dutch) Dealing with potential visits and meeting with agencies Etc. etc. The Costs Our standard annual fees are 1500 EUR to appoint a dedicated Company Officer in the first year. This includes the support as described above. More detailed pricing information can be requested from our team. Dutch Corporate Secretarial Services INCO’s Dutch corporate secretarial services (incl. application of tax numbers, the translation, and processing of incoming letters, ongoing legal/tax support, etc.) also includes the annual corporate secretarial requirements. Each year, the board of the company needs to schedule an Annual Shareholders meeting in order to approve the annual report, and any dividend payments that have been done (interim) or will be done. This meeting should take place within 6 months after the end of the book year of the company. Each shareholder needs to be properly invited to the Meeting according to the stipulations in the Formation Deed (Memorandum of Association). Timetable The timetable below shows the time frames and possible extensions relating to the annual corporate secretarial requirements. Additionally, fiscal and legal assistance can be provided in the following subjects Additionally, fiscal and legal assistance can be provided in the following subjects: Preparation and/or Evaluation of legal contracts, like General Terms of Conditions, Privacy Agreement, NDA, Service Agreements, etc. based on Dutch Company law (extra charges applicable). Preparation of board resolutions, or shareholders resolutions which refer to (incidental) corporate changes, like the change of a director, change of company name, change of company activities, change of personal details (filing at Chamber of Commerce). Or the preparation of share transfer agreements in cooperation with a notary. Provide basic information on legal and tax regulations and legislation (we will also send relevant updates to you). Etc. More information about the Company Officer service In this guide we have tried to give an overview of our approach and services for the Company Officer Service in the Netherlands. Of course, each situation and business requires a personal approach. We would therefore want to advice you to with one of our , so we can discuss your situation in person! book a call Experts Explore Toolkit
- Dutch Immigration Lawyer Netherlands | INCO Business Group
Dutch Directorship Services We want your new Dutch company to enter the Dutch market smoothly by providing you with all the things you need to make sure you're compliant with tax regulations in the Netherlands. We can facilitate your company to obtain a full range of domiciliation and management services, with the help of our regulated trust office partners. INCO’s (third party) services, aimed at domiciliation & management, include among others: Registered office services Directorship services in the Netherlands and (Power of) Attorney’s Corporate secretary services Recruitment services The above-mentioned services are typically regulated by the Dutch Central Bank. Therefore, INCO only works with professional services providers, with the appropriate license to perform these services. Director Service INCO provides you with a team of motivated and skilled professionals and extensive network to support your corporate entities, funds, and private individual structures, with the help of our extensive network Depending on your needs, we take care of day-to-day administration duties including shareholders and board meetings, bank transfers and so on. We can inform you on the possibility of appointing a Dutch director, and the legal consequences of appointing a Dutch director. We can connect you with regulated (WTT, Dutch Central Bank) directors, which can provide Dutch directorship services. DOMICILIATION SERVICES Do you need a registered address in the Netherlands? Do you need your communications processed? We can suggest furnished and fully equipped office spaceand assist in separate telephone lines and other necessary communications in the name of your company If required, we take care of every aspect concerning personnel and office equipment. But we also offer additional services to help you conduct business efficiently, from secretarial support and IT services to the provision of experienced employees. How may we help you? INCO does not provide domicliation services, such as a registered office address in the Netherlands. However, we can inform you on the domiciliation requirements, and put you in contact with regulated service providers that can provide domiciliation services in the Netherlands. Fees INCO provides fixed fees where possible, however the exact fees depend on the exact corporate structure (complexity, etc.) and the type of activities. The more operational the company, the bigger involvement of the Director is required. The standard fees are: Director Fee 3500 EUR per annum Domiciliation Fee 1200 EUR per annum Compliance/Onboarding Fee 1000 EUR per annum Variable Director fees apply, based on the type of involvement that is required, for example; Monitoring Bank Statements Approval of Financial Statements Signing of contracts Approval of Corporate Tax Return Hosting a Board meeting/AGM Assistance in filing Financial Report at Chamber of Commerce General correspondence services Etc. etc. Depending on your situation, we can also provide you a fixed fee for the variable services as mentioned above. Any tax/legal advice will be provided at 195 - 295 EUR per hour, depending on the required type of seniority of consultant, when required. However, INCO also provides ongoing support with the Company Officer Service(if applicable). Finally, you will need to keep the hourly rate of 125 -175 EUR in mind. These apply to any supporting Director Services regarding the signing /approval of documents/contracts that need to be signed by the director. The Director will have to have a clear understanding of each transaction/contract the company is involved in. Requirements for client’s acceptance During the Client Acceptance Procedure, we need to have a proper understanding of the corporate structure, the type (and amount) of activities (who are the clients/suppliers and where do they come from), and the amount (and size) of incoming and outgoing transactions. The Business Plan template might help you provide all the information we need, to provide a proper quote, so you don't have to expect any unexpected fees afterwards. Based on the Supervision of Trust Offices in the Netherlands, INCO is obliged to work with regulated partners. These partners are required to identify the Ultimate Beneficial Owners. Consequently, INCO is required to obtain and investigate the correctness of the source of funds and source of wealth of each UBO. We are consequently required to obtain, the following information that includes but is not limited to: The motives for the contemplated structure (e.g. copy of relevant tax/market entry advice) Passport copies (legalized, and translated if necessary) Residential proof of address (not older than 60 days) Overview of the group structure and documents substantiating the shareholdings. We are keen on finalising the compliance requirements in close cooperation with all relevant parties./ We will start rendering our services and perform any activities upon full completion and acceptance by INCO. Please read our GTC at incobusinessgroup.com/gtc. More information about Dutch Directorship Services In this guide we have tried to give a non-legal and simplified overview of Dutch Tax and Accounting applications in the Netherlands. There are many specific requirements and regulations that we have not covered and we encourage you to look at the many articles that we have published in our . Business Toolkit Explore Toolkit
- order form 2020 | INCO Business Group
Please complete this form to start the formation process of your Dutch BV. This form can be completed by the Founder of the new company, or it's representative. Once we have received the form, we will issue the invoice for our services, and start the customer on boarding procedure. For the full timeline of the formation process click here . Feel free to use the Chat tool on this page, in case you have any questions. Desired company name Option two Please describe in short what your company activities will be like. This document is for internal use only and is confidential between INCO and you, so please fill in as complete as possible. This way, we can always provide you with the best advice! Sample Netherlands BV is involved in trading, distributing, repackaging and import/export of fruits from the Netherlands. Also, supplying warehousing for partner companies. Example: Business activities The minimum share capital for a Dutch BV is €0.01. In general, we recommend a share capital of €100 per shareholder. For example, Sample Netherlands BV has 2 shareholders. We would recommend a share capital of €200. you can read more about share capital Here Total share capital (BV min = € 0.01 not relevant for formation. Standard share capital 100 EUR) Number of Directors Number of shareholders Name 1 Director Shareholder Name 2 Director Shareholder Name 3 Director Shareholder Name 4 Director Shareholder (Each director will complete an individual personal data statement) Will a (overseas) legal entity be appointed as Director/Shareholder? Yes No Is another company (partially) Director and/or Shareholder? Please tick the box “yes” if this is the case. Are all Directors/Shareholders natural persons? Please tick the box “no” if this is the case Corporate bodies need to be fully identified by the Dutch notary. Therefore companies with noncorporate shareholders are easier/quicker to start and will simplify the process of getting a bank account. It is possible to transfer shares at a later stage to a corporate body. Extra fees can be applicable in the case of (multiple) corporate bodies. (Dutch) Company Address Is there any connection between the newly formed company and any existing companies that you or somebody else owns? Even if the company will not be connected by ownership, please mention any company you currently already are involved with. Is the new company (in)directly linked to an existing (overseas) company? If you are planning to use INCO's Bookkeeping Service, then we will need to communicate with the Tax Authorities on your behalf, and thus need to represent you. Please tick “Yes” if this is the case. Will you not use our Bookkeeping Service, and you are handling your letters from the Tax Authorities in a different manner? Please tick “No”. Will INCO act as the Tax Representative of the company? If not, please describe who will deal with your tax affairs. Yes No If you choose the Company Formation Package, this is part of your package, and you can tick the “Yes” box. If you have a custom package, without the Company Officer service, please tick the “No” box. CHECKLIST 1. Do you wish to use ? INCO’s Company Officer service (€1500 for the first year with a cancellation notice of 2 months) Please inform us if you need a Dutch VAT number immediately after formation. This is only important if you expect to start doing business in the Netherlands right away. You can always apply for a VAT number at a later stage. It may take 2-6 weeks to obtain a VAT number. Non-resident companies can apply for the non-resident VAT number, read more . here Yes No 2. Is a VAT number required after formation? (Is included within the company officer services) Yes No 3. Formation Takes place during visit in NL? (If not, extra fees can apply) Yes No Please inform us if any of the directors and/or shareholders are appointed as a ‘nominee’, and as such, act on behalf of another person (the Ultimate Beneficial Owner). Please also check ‘Yes’ in case any of the current shareholders own shares on behalf of the/another Beneficial Owner. Please inform us if you are planning to visit the Netherlands in order to complete the formation process. If you choose not to visit the Netherlands, we can offer you a Remote Formation at an additional cost. Please don't schedule your visit to The Netherlands without consulting your Company Officer. We need some time to confirm the appropriate meetings with the notary, bank, etc. Read more about the . Company Formation Timeline 4. Is any director/shareholder acting on behalf of another person/policy maker? Yes No It would be of great help if you could provide a visual overview of the corporate structure of the organization. It should list the names of the companies/shareholders/directors involved, and preferably also the share percentages. 5. In case of a corporate body involved; can you share a visual organisational structure? Yes No When you start your company, it is possible that the first book year of your administration will not end in December. Since many companies want to close the book year in December, we can arrange an extended book year for the first year of the administration. 6. Will you need an extended first book year for the company? (This means bookyear will end 31-12 next year) Yes No COMPLETE YOUR DETAILS Please complete your details below. If you represent a company, and INCO should address it’s invoice to that company, please mention the full details (in case of a EU company, please also mention the VAT number). It’s possible to appoint the new ‘to be incorporated ’ Dutch company as contracting party. In that case please mention the expected address is possible. Company name(if applicable) Name repersentative Main Contact Person for INCO Same as above or Email Address Telephone number (For registration at the copmanies Registry and confirmation call to the notary) Country code Phone number Vat number(if applicable) Address Please confirm the following statements I have consulted INCO for tax/legal advice. I am interested in a by INCO tax advice / legal memoradum/report Yes No Yes No I have received the following documents from INCO for my reference: • INCO’s Personalized Proposal document • The company formation timeline • INCO pricelist • The general terms & conditions Yes No Yes No Yes No Yes No The Client agrees to the following: 1. I (the client) hereby appoint INCO Business Group as formation agent to set up (or manage) a company, as instructed in the Order Form (corporate structure and corporate details), or specific instructions shared by the Client to INCO Business Group. The details of the company to be registered (or managed), are mentioned in the Orderform. 2. All relations between the Client and INCO Business Group are governed by the GTC. The GTC apply to all agreements, contracts and other (legal) obligations between the Client and any Affiliate of INCO Business Group, including but not limited to parent companies, subsidiaries, contractors or third party service providers who provide services to the Client, based on an agreement with Inco Business Group. Deviations or exceptions to the GTC and/or the Product Conditions are only valid if agreed explicitly in writing by the board of INCO. 3. I (the client) authorize INCO Business Group B.V. (hereafter “INCO”), with Chamber of Commerce number 64494667 and registered office at Laanzichtweg 60, 4847SJ Teteringen (the Netherlands) to share my personal data and documents with each director and employee of a notary selected by INCO (hereafter “Notary”), for arranging the formation of the Company on their behalf; 4. I (the client) authorize the Notary to send the (draft) corporate documents to INCO by email and to post the original documents to INCO’s office Laanzichtweg 60, 4847SJ Teteringen (the Netherlands) on my behalf; Note: The above authorizations can be withdrawn at any time with a signed letter sent to the email account firstname.lastname@example.org. I hereby confirm that I have provided the correct information and that I am aware of the tax and legal consequences of the incorporation of the compan I hereby confirm that I want to continue with the formation of the above mentioned company and that I hereby confirm my order at INCO Business Group. KNOW YOUR CUSTOMER APPENDIX'S As part of our customer onboarding procedure, we are legally required to identify every director and shareholder (>25%) involved. Please upload a passport copy, and a proof of residential address (utility bill, or bank statement) for every involved person. These documents can also be provided at a later stage(no legalisations are required at this stage): Upload your PNG/JPG files here (if relevant) Upload File Upload supported file (Max MB) Upload File Upload supported file (Max 1MB) Upload File Upload supported file (Max 1MB) Upload your PDF files here (if relevant) Upload File Upload supported file (Max 1MB) Upload File Upload supported file (Max 1MB) Upload File Upload supported file (Max 1MB) Additional files can also be emailed to . email@example.com Date Your Signature Clear Submit Thanks for submitting! order form | Company Formation BV Formation Request Please fill in the company name you would like to register. Please ensure that the name is unique; no company name is allowed to be the same, within the same industry. We are not able to reserve any company names, only to check them for availability. Sample BV -> is taken Try: Example: Sample Industries BV -> Taken Sample Construction BV -> Available Sample Netherlands BV -> Available We will check the company names for you, but please fill in two options that would work for you. Please list the number of directors for the company and include their names. Keep in mind that in order to start the incorporation process, we will need: A copy of the Passport from every director Proof of Residence from every director The Company Formation Package covers up to three (3) (individual) directors (or 1 corporate body). Please fill in the number of shareholders for the company and include their names. Keep in mind that in order to start the incorporation process, we will need: A copy of the Passport from every shareholder Proof of Residence from every shareholder The Company Formation Package covers up to three (3) (individual) shareholders (or 1 corporate body). When we visit the Chamber of Commerce to register the company, we also need to show a rental agreement of your company's Dutch address. Due to recent law changes, Dutch Incorporation Agents are no longer allowed to provide this service in-house, or even assist in getting the rental agreement. We can, however, refer you to one of the following companies: , , , or . Flexado CIC B. Amsterdam Regus WeWork The deadline for supplying the address is prior to the actual incorporation at the notary.