Tuesday, 17 October, 2017
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Netherlands – Beslooten Venootschaap (BV)
  • The Kingdom of the Netherlands is often called Holland which is not officially correct. North Holland and South Holland are provinces of the Netherlands, although the most developed of the twelve provinces. Legend states that the name "Holland" became widespread after the visit of Peter I and his entourage to the Netherlands when for brevity only the part of the country that was actually visited, namely Holland, was mentioned.
  • The Netherlands is an industrially developed country with a sophisticated tax system. It is known in the world as a jurisdiction with a standard level of taxation.
  • Due to the high prestige of this country, the extensive scope of the Double Tax treaties it has entered into, and the legislation providing for substantial tax advantages, the Netherlands is popular as a jurisdiction for the incorporation of holding companies.
  • Companies that meet participation exemption criteria may be exempt from tax on income received as dividends or capital gains.
  • The Besloten Venootschaap type of company is a full tax resident of the Netherlands, and therefore enjoys the benefits of tax treaties entered into by the Netherlands.

GENERAL INFORMATIONTotal area – 41,526 sq km
Population – 16,500,000
Location - click here to see the map of offshore jurisdictions
Political status – parliamentary monarchy
Capital – Amsterdam
Official language – Dutch
Official currency – Euro (EUR)
Time zone – GMT + 1
Company typeBesloten Venootschaap - BV
Directors/OfficersNetherlands BV companies require a minimum of 1 Director, who may be a natural person or a body corporate.
One Director must be resident of the Netherlands, the others can be residents of any country.
ShareholdersNetherlands BV companies require a minimum of 1 shareholder, who may be natural person or corporate body from any legal jurisdiction (in practice – resident of the Netherlands).
SecretaryThere is no statutory requirement for a Company Secretary to be appointed.
Authorised share capital Since 2012, there is no statutory requirement for share capital to be fully or partly paid on incorporation.
Company Names The name of Netherlands BV company must end with the words "Besloten Venootschaap" or suffix "BV".
Company names containing restricted words such as "Bank", "Insurance", "Trust", etc. will not be permitted unless an appropriate national operating licence has been obtained by the company.
Beneficial Ownership information Information with regard to ultimate beneficial ownership must be disclosed to the Registered Agent of a company and is held by the agent on a confidential basis.
Filing of Annual ReturnThere is no requirement to file an Annual Return.
Filing of Financial StatementsFinancial Statement, certified by a licensed auditor, must be submitted to the Netherlands Tax Authorities each year. There are exemptions from requirement to appoint an auditor, if a company is regarded as "Small".
Corporate TaxationCorporate tax rate is 20% for profits up to 200.000 EUR, and 25% for profits exceeding 200.000 EUR.
Tax TreatiesBV company is a subject of Double Tax treaties concluded by the Netherlands with more than 90 countries, including all the EU countries.
Timeframe for incorporation 6/7 working days. A complete set of company documents can be delivered in 7/8 weeks.
Takeover of management & secretarial services for an existing Netherlands BV companyPossible, following verification of Beneficial Ownership and agreement with and discharge of liabilities to previous corporate service provider in Netherlands.
Description of incorporation documentsClick here for itemised description of company documents.
"Ready-made"("Shelf") companiesWe are happy to register new Netherlands BV companies in accordance with client instructions.
Price of Netherlands BV companyEUR 6,890 – basic price, including initial Due Diligence, preparation of foundation documents, opening of an account in Netherlands, incorporation costs, translation of the documents into English, legalisation of the documents by Apostille.
Payments for maintenance of company’s activities per year, including servicing of registered address, operation of bank account, services of local director, secretarial services, accounting services, Due Diligence procedures, are calculated separately, depending on actual amount of work involved in each particular case.
At the end of financial year, additional fees must be paid for preparing of annual financial statement, which depends on complicity of the statement.
Cost of annual support servicesEUR 4,180 per year – basic price, including prolongation of registration and registered office costs for current year.
Payments for maintenance of company’s activities per year, as described above, are calculated separately.
  • INTERNATIONAL OVERSEAS SERVICES has the following comments: -
  • Netherlands BV companies are often used to hold shares in reputable businesses as well as to establish international holdings.
  • In order for the dividends received by a BV company from its subsidiary to be tax exempted, a Dutch company should comply with the principle of the Participation Exemption, namely it must own at least a 5% interest in the subsidiary. The other conditions are that a) the investment is not held as a portfolio investment (i.e., is qualifying as operational), or b) subsidiary is subject to reasonable tax rate based on Dutch tax principles ("tax test"), or c) less than 50% of the assets of the subsidiary consist of "passive" assets based on fair market value of the assets ("asset test").
  • The company owner should also note that the local director of the company, a resident of the Netherlands, is responsible before the authorities for the legality of the company’s operations and for its financial solvency. Accordingly, all operations of the company are carried out through a resident director, and the resident director will control the company’s operations on regular basis. Normally, general powers of attorney are not issued.