Category

Legal

We asked Friggo Kraaijeveld, a partner of KC Legal, to answer the most intriguing questions about choosing a reliable firm in the Netherlands:

By Accounting, Legal, Tax

– As a lawyer with (20+) years of experience, can you say why it is important to work with high-quality experts in the Netherlands?

F: – The tax laws and laws in general have become so complex over the past years due to the ambition of politicians or international developments, so it is important to work with parties or law firms that have long-term experience and understand the background of the existing laws. They also have to know how to interpret the developments over the past years to provide the best solutions for clients.

– And what distinguishes KC Legal & KC Accounting from the other firms?

F: – We have a specific focus on multinational enterprises that operate in the Netherlands, so we focus on foreign companies that operate or plan to have activities in the Netherlands or in Europe through the Netherlands. We also focus on companies who invest through the Netherlands and our focus is aimed at the Eastern part of the world, e.g. Russia, CIS countries, Ukraine and Kazakhstan.

– And what is the first step for non-EU citizens to make to expand to the Netherlands? 

F: – The first thing is to determine what you want to do: to sell B2B or BTC. Next, you have to decide how you want your setup to be and determine what setup matches your intentions and your goals. It could be setting up an entity, branch or another form. This is the first step. 

– How can KC Legal and KC Accounting help with that?

F: – We can assist with determination and incorporation of the setup, such as Dutch B.V., where we can organise the incorporation process, registration with tax authorities and everything which is obligatory. We also assist with accounting activities, such as preparation of financial statements, management reports and financial advisory.

– Lastly, Friggo, what is important when choosing a tax advisory and accounting firm to work with?

F: – I think that the most important thing is a party that not only understands your business but is also interested in it and willing to bring your business forward to the next level by also building the goals you wish to achieve.

7 June 2021

Documentation requirement in relation to ATAD 2

By Legal, Tax

The Dutch implementation of the EU Anti-Tax Avoidance Directive 2 (“ATAD 2”) came into effect on 1 January 2020 for tax years starting on or after that date. ATAD 2 aims to neutralize hybrid mismatches resulting in situations with a double deduction or a deduction without inclusion. The Dutch tax law in relation to ATAD 2 includes a documentation requirement which means that in case a taxpayer checks the box in his corporate income tax return that the Dutch ATAD 2 provisions are not applicable, the administration of the taxpayer should include in its administration all information that substantiates the non-applicability of the hybrid mismatch rules. If the taxpayer does not have information on the non-applicability of the hybrid mismatch rules in its administration, the tax inspector could request the taxpayer to substantiate this, which may result in a shifting of the burden of proof.

Therefore, it is really important to determine the impact of ATAD 2 for Dutch corporate taxpayers. In case you have any questions or need assistance with assessing whether the hybrid mismatch rules would affect your business or clients, please reach out KC Legal.

26 April 2021

What fees can I expect when establishing and maintaining a Dutch company with a business in the Netherlands?

By Legal

The most important fees for Dutch limited liability companies to expect when setting up a business in the Netherlands are:

  • Dutch notary incorporation fees (there are no separate (substantial) registration fees with the Trade Register (‘Handelsregister’) at the Chamber of Commerce (‘Kamer van Koophandel’);
  • Accounting and financial reporting fees (e.g. preparation of the annual accounts);
  • Corporate income tax compliance advisory fees (e.g. preparation of the CIT returns);
  • Payroll administration fees (e.g. preparation of the payroll tax returns);
  • Value added tax compliance advisory fees (e.g. preparation of the VAT returns);
20 April 2021

Changes for entities under foreign law

By Legal

On 29 March 2021, the Dutch Government released for public consultation a draft proposal to revise the Dutch classification rules for entities incorporated under foreign law and partnerships formed under Dutch as well as foreign law. The proposed new entity classification rules are intended to be better aligned with international tax standards. It is expected that this will result in less potential hybrid situations due to mismatches in entity classifications between the Netherlands and foreign jurisdictions. If adopted, the proposed rules would be an improvement for Dutch taxpayers and the Dutch tax practice as it would reduce the number of cases in which a hybrid entity or partnership under the current entity classification rules leads to the potential application of ATAD2 rules or withholding tax rules. After the consultation closes for comments the Dutch Government will issue a legislative proposal that will be subject to review and the regular parliamentary proceedings. If enacted, the proposed changes will take effect as of 1 January 2022.

For more information on the proposed amendments you can contact Lisette Kamysheva.

7 April 2021

Why set up a Dutch business or company in the Netherlands?

By Legal

The Netherlands has a pro-business climate, attractive fiscal system, multilingual workforce and technological infrastructure that supports the international expansion of Dutch businesses.

The Netherlands has around 17 million inhabitants, which is a sufficient base to start and grow a business to a level that can internationally compete and expand. The central geographical position of the Netherlands and its outstanding infrastructure make it the ideal gateway to start expanding your business. The Netherlands acts as the logistical hub for Europe through the Rotterdam port (Europe’s largest) and Amsterdam Airport Schiphol (named second best Western European airport for 2015), both with renowned service levels. Carried along by international economic trends, the Netherlands has an open economy.  The Netherlands has grown into an important import and export nation. Major export industries include oil and related products, chemicals, electronics and related components, office machines, telecommunications devices, pharmaceuticals and fruit and vegetables.

The Dutch Central Bank (De Nederlandsche Bank, DNB) is responsible for safeguarding financial stability. The DNB, together with the Authority for Financial Markets (AFM), supervises financial institutions and the financial sector. Dutch banks are reliable and offer an extensive range of financial services.

The Dutch tax and legal system is aimed at supporting international business growth and expansion through their national provisions and a large international tax, investment and dispute resolution treaty network, specialized English language competent corporate law courts. Furthermore, as being part of the European Union, a foreign company setting up a business in the Netherlands has access to the unified internal market and can reach around 500 million consumers.

30 March 2021

What different types of Dutch companies can you choose when setting up a business in the Netherlands?

By Legal

A foreign individual or company may set up a business in the Netherlands, under Dutch law, through incorporated (entities with legal personality) or/and unincorporated (entities without legal personality) entities or branches. To doing business in the Netherlands, all entrepreneurs have to register their business with the Trade Register (‘Handelsregister’) at the Chamber of Commerce (‘Kamer van Koophandel’).

Incorporated entities

A distinction can be made between the private limited liability company (besloten vennootschap met beperkte aansprakelijkheid – ‘BV’) and the public limited liability company (naamloze vennootschap – ‘NV’). Both entities possess legal personality and a capital dividend into shares.  The Dutch foundation (‘stichting’) and the cooperative (‘coöperatie’) are other commonly used legal entities in the Netherlands. The Dutch cooperative was historically used mainly in the agricultural sector and by certain banks and insurance companies. In the last decade, it has been reinvented as a holding company in international structures due to its flexibility from a Dutch legal and tax perspective. The foundation is used within the non-profit, private wealth and health care sector.

Unincorporated entities

Unincorporated entities do not have legal personality. Common business forms are sole proprietorship (‘eenmanszaak’), general partnership (vennootschap onder firma – ‘VOF’), civil partnership (‘maatschap’) and a Dutch limited partnership (commanditaire vennootschap – ‘CV’). A CV has one or more general and limited partners. Partners in a VOF or maatschap will be liable for the obligations of this entity. The general partners of a CV are liable for the obligations of this entity whereas the limited partners are not. Unincorporated entities are in principle treated as transparent for Dutch tax purposes.

Branch

A branch is an establishment in the Netherlands which is part of and governed by a foreign legal entity. The foreign legal entity that establishes a branch in the Netherlands (‘parent business’) therefore always bears ultimate legal liability for the branch. The branch may qualify as a ‘permanent establishment’, for Dutch tax purposes depending on the nature and scope of the activities. The results of the branch will then be taxable in the Netherlands.

24 March 2021

How long does it take to establish a Dutch company when setting up a business in the Netherlands?

By Legal

On average, it takes about a week to incorporate a Dutch limited liability company (BV). In order to establish a Dutch business or company in the Netherlands, it is a requirement to check the company name for appropriateness and validity. This takes less than one day.

The drafting and signing of a Dutch limited liability company (private company, ‘BV’) did of incorporation that must be executed by a Dutch civil law notary can also take one day, depending on the complexity of the deed. The deed can be signed in presence of the Dutch civil notary or by a way of a written (private) power of attorney issues to the Dutch civil law notary.

The Dutch limited liability company (BV) needs to register at the Chamber of Commerce (‘Chamber of Commerce’) and obtain a registration number. It is possible to do this online or in person. If it is done online, it takes several hours to receive the registration number. If the deed of incorporation of the Dutch limited liability company (BV) is filed in person, it takes one to five working days.

If you want to establish a Dutch limited liability company (BV) you also have to register with the local tax Dutch authorities and social security authorities. The registration form can be filed in a day but it will take two to six weeks for the tax office to provide the required tax numbers.

23 March 2021

How to establish and register a Dutch company when setting up a business in the Netherlands?

By Legal

Although there are various other legal forms available under Dutch Law, by far the most commonly used are the Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid or ‘BV’), and the Dutch public limited liability company (naamloze vennootschap or ‘NV’).

Unless there is a specific reason to incorporate a Dutch public limited liability company (NV), the Dutch private limited liability company (BV) form is usually chosen at the outset. Note that a Dutch private limited liability company (BV) can be converted quite easily into a Dutch public limited liability company (NV). As it is most common for foreign companies to do business in the Netherlands using a Dutch private limited liability company (BV) we will elaborate on this legal form.

One of the main advantages of the Dutch private limited liability (BV) is the limited liability of its shareholders. There is no minimum issue of share capital. Instead, the incorporator(s) can determine the amount of capital to be paid. That means that setting up a BV requires a minimum share capital of e.g. EUR 0,01 per share. 

Incorporators

The founders of a Dutch private limited liability company (BV), who may be one or more individuals or legal entities, may be of any nationality and may be domiciled anywhere. The founders may be represented at incorporation by means of written powers of attorney and they may or may not be the first shareholders of the company. 

Incorporation procedure

A Dutch private limited liability company (BV) is incorporated by means of the execution of a notarial deed of incorporation by a Dutch civil law notary. This deed of incorporation contains the articles of association. Once incorporated, the articles of association may only be changed by a notarial deed of amendment.

The deed of incorporation, which must be written in Dutch (a copy may be provided in English) and which must be executed by a Dutch civil law notary, establishes the company as a separate legal entity.

Shareholders’ Register

The Dutch private limited liability company (BV) must maintain a shareholders’ register. Upon the incorporation of the company, the Dutch civil law notary will prepare the shareholders’ register. The shareholders’ register contains details on the incorporator(s) / shareholder(s) and the held shares in Dutch private limited liability company (BV).

Registration

A newly incorporated Dutch private limited liability company (BV) must be registered (within eight days after incorporation) with the Dutch Trade Register (Handelsregister) at the Chamber of Commerce (Kamer van Koophandel).  The Trade Register holds publicly available information on the business entities registered in the Netherlands, such as the names of the board members and the articles of association.

Pre-incorporation transactions

Prior to incorporation, a Dutch private limited liability company (BV) may enter into contractual commitments, provided that it is in the process of being incorporated and the company “in incorporation” may be registered as such at the Dutch Trade Register. Unless otherwise stipulated, the person acting on behalf of the Dutch private limited liability company (BV) in incorporation will be liable towards the contracting third party for the obligations entered into, until the same are ratified by the company upon incorporation.

17 March 2021

Relocation to the Netherlands: possibilities for non-EU citizens

By Announcements, Legal

On Tuesday, March 16, the third webinar of KC Legal took place, where the speakers from JFR – Else Frishman-Jansen and Marije van Der Riet participated as invited speakers.

During the event the speakers discussed the process of obtaining permits for highly skilled migrants, related employment and tax issues. In addition, general rules and exceptions were introduced. Else and Marije discussed the required gross salaries and requirements for each exception. The experts explained the possibility to obtain a highly skilled migrant permit for shareholders of a company. Hence, Else and Marije named the most preferable exception and explained the choice. 

Also, legal obligations of recognized sponsors hiring foreign employees were presented in an executive summary that each attendance was provided with after the webinar upon request. Finally, a checklist with all the steps to follow was introduced to participants.

 

Find out more:

 

A partner of KC Legal, Friggo Kraaijeveld :

Email:  [email protected]

Mobile phone: +31621899883

 

Experts in law and immigartion, Else Frishman and Marije van Der Riet: 

Email:  [email protected]  ; [email protected]

Mobile phone: +31 (0)6 21832640 ; +31 (0)6 16598220

 

Website:  https://kclegal.nl/

Instagram: @kclegalnl

Facebook:  https://lnkd.in/esCvTFU

LinkedIn:  https://lnkd.in/eK3WPYx

 

#doingbusinessinthenetherlands  #financenetherlands # kclegal # immigration # labormigration

16 March 2021

How much does it cost to establish a Dutch company with a business in the Netherlands?

By Legal

The cost of the Dutch civil law notary in relation to the incorporation of a Dutch private limited liability company (BV) depends on various parameters such as volume nominal capital, number of incorporators / directors, required special provisions in the articles of association.

The Dutch civil law notary rates can be billed on the basis of an hourly rate or a fixed fee. Please find below a trustworthy fee estimated overview regarding the establishment / incorporation of a Dutch private limited liability company (BV) in the Netherlands.

Dutch private limited liability company (BV)

The cost of incorporating a standard BV is around EUR 1,500 (ex VAT), which includes the standard articles of association in Dutch and an English translation.

Dutch public limited liability company (NV)

The cost of incorporating a standard Dutch public limited liability company (NV) is around EUR 1,850 – EUR 3,100 (ex VAT), which includes the standard articles of association in Dutch and an English translation.

Dutch cooperative

The cost of incorporating a standard Dutch cooperative is around EUR 1,850 (ex VAT), which includes the standard articles of association and an English translation.

Dutch Foundation

The cost of incorporating a standard Dutch foundation (foundation) is around EUR 1,450 (ex VAT), which includes the establishment of a special purpose vehicle and an English translation.

Limited partnership (CV)

The cost of the establishment of a Dutch limited partnership ( limited partnership  – ‘CV’) is around EUR 1,250 (ex VAT), which includes the standard deed / agreement written in English.

10 March 2021