Starting a business in the Amsterdam Metropolitan Area

Legal status of your start-up company

In contrast to other countries within the eurozone, there are no special conditions or restrictions for non-Dutch businesses and individuals when it comes to setting up a new enterprise. The entrepreneur can decide whether to make the enterprise a separate legal tax entity or not. But, if you want your company to benefit from limited liability risks and attractive tax terms, it is wise to choose the legal status of the private company (BV) or limited liability company (NV).

BVs are popular wth foreign investors for accommodating activities in and outside the Netherlands. The shareholders of a BV are liable for the maximum value of existing assets. Dutch legislation requires a minimum deposit of €18,000 euros. If you plan a share issue, an NV is best. In this case, a minimum initial deposit of €45,000 euros applies.

In both BVs and NVs, profits are taxed under the corporation tax. To stimulate the Dutch business environment, the maximum rate of corporations tax was recently reduced to 25.5%. In European terms, this is very competitive.

Setting up a BV or NV requires a notarial registration, plus inclusion in the commercial register of the Chamber of Commerce.

If you decide against a separate legal entity in the Netherlands, it's usually cheaper and less cumbersome to set up a subsidiary company (branch). Under Dutch law, the parent company is responsible for all the obligations of any wholly owned subsidiary.

Permits

As in most other countries, setting up a new company in the Netherlands requires a series of permits. These vary according to the type of initiative. But in any case you should plan for the following:

European law requires that an employer who hires a non-EU employee must apply for a permit. If, as a non-European company with a new business or subsidiary in the Amsterdam Metropolitan Area you will bring expat employees here to work, you must first submit applications for them (and their family members). Requests may be submitted to the region’s special Expatcenter.

With any production site, under Dutch law you must first first conduct a study into any possible environmental impact. When a neutral impact is predicted, an environmental exemption permit is issued. For all new buildings, a building permit is required. Here too there’s a mandatory environmental test.

In principle, an entrepreneur in the Netherlands needs no permit to do business. But for more complex business activities and activities where there is a chance of environmental or social damage, a permit to do business is required.

Name registration

Under Dutch law, the founder of a start-up company must check whether the company name (or similar) already exists in the Netherlands. In practice, this audit is done by the notary who sets up the company, or by the local chamber of commerce where the company is registered.

Incentives

If your company is a Dutch legal entity, under certain conditions it may qualify for one of the incentives or tax relief programmes for start-up companies. Your amsterdam inbusiness adviser can tell you whether your company is eligible.

Tax start

Once it is clear when your start-up company will be active, you should inform the Dutch tax authorities. This means filling in a ‘Statement of Information for Starting Up a New Business’ form. Contact your adviser at amsterdam inbusiness to find out more!