Setting up your business in the netherlands december 2013

SETTING

UP YOUR

IN THE BUSINESS

NETHERLANDS

Table of

contents 1 Setting up a Dutch ‘B.V.’ (i.e. Ltd / SA / GmbH)............................ 3 2. Opening a bank account............................................................... 4 3. Registration at the Chamber of Commerce.................................. 5 4. Work and residence permits.......................................................... 6 5. Corporate Tax................................................................................ 7 6. Labour............................................................................................ 8 7. Office space................................................................................. 10 8. Personal matters.......................................................................... 11 9. Grants and incentives.................................................................. 12 10. Amsterdam inbusiness in brief..................................................... 14 11. Expatcenter Amsterdam.............................................................. 15

Setting up a

Dutch ‘B.V.’ Setting up a Dutch B.V. is a relatively simple procedure and can be completed within approximately two weeks.

1a. What is a ‘B.V.’

■■ A private limited liability company, comparable toLtd. (UK), Inc. (US), Sarl (France), GmbH (Germany).

■■ Owned by shareholders, privately registered shares.

■■ Shareholders are not personally liable for company losses in excess of amount that must be paid on their shares.

1b. Are there any restrictions for setting up a ‘B.V.’?

■■ There are no special restrictions for an international entrepreneur to do business and set up a B.V. in the Netherlands.

■■ As an international citizen you can start a B.V. by following the same rules as a Dutch citizen.

You do not need to live in the Netherlands to set up a B.V. ■■ The procedure for setting up a B.V. can be completed from your home country.

■■ The Netherlands offers one of the most efficient procedures for setting up a limited liability company.

1c. Procedure for setting up a ‘B.V.’

The procedure can be easily outsourced to a third party, which will ensure the following steps are taken: 1. Set up bank account.

2. Check company name with Chamber of Commerce.

3. There is no minimum authorised, issued and paid up capital of a B.V. 4. Draw up notarial deed of incorporation (in the Dutch language, including at least a company’s articles of association and the amount of issued share capital). While the B.V. is in the process of incorporation, business may be conducted.

5. Within 8 days of incorporation, a company’s data will be registered with the Trade Register (Handelsregister) at the local Chamber of Commerce (Kamer van Koophandel). In the Netherlands, the Chamber of Commerce is a governmental organisation.

6. The Chamber of Commerce forwards business registration details to the tax authorities.

7. Subsequently they will contact the company.

8. The complete procedure need not take longer than 1 to 2 weeks following submission of the required documents. Gathering the necessary information regarding beneficial owners (first managing directors, etc.) by the incorporators is ofen the most time-consuming aspect of the process.

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Opening a

Bank account Banks such as ING, ABN AMRO and Rabobank are familiar with opening bank accounts for international companies and/or persons.

2a. Are there any restrictions?

There are no special restrictions for an international company or person setting up a bank account in the Netherlands (e.g. Dutch nationality is not required to set up a bank account).

5. Copy of the latest Memorandum and Articles of Association, including all revisions.

2b. Opening a bank account for business

7. An organisational chart, submitted and signed by the director of the entity or legal representative, showing all intermediate businesses. This chart must show which ultimate beneficial owners are involved in this business and representing what percentage of ownership.

To open an account, the following entities need to be identified and verified: ■■ The legal entity (B.V.).

■■ The director(s).

■■ The (ultimate beneficiary) owner(s), the legal entity (parent company) and persons who own or control at least 10% of share capital or voting rights.

2c. Required documents

1. A (concept) deed of incorporation drawn up by a civil law notary with an office in the Netherlands.

A concept is only accepted in the case that the B.V. is being established.

2. Copy of passports of the directors and legal repre-sentatives mentioned in the deed of incorporation.

3. Notary document stating addresses of directors in their country of origin. This is applicable for all directors who are not yet registered with the Dutch authorities as a resident of the Netherlands.

6. Business registration certificate.

8. A verified and certified copy of the passport of the ultimate beneficial owners (UBO) who own or control at least 10% of share capital or voting rights. In the case that the UBO does not have a passport, a notary document stating/proving the persons identity is required.

9. All individual owners need to provide a notary document stating their addresses in their country of origin.

2d. Procedure

The process will take 2 to 3 weeks. Providing the necessary documents are available, the procedure can run parallel with setting up the B.V. In the case of a very low share capital (for example €0.01), opening the bank account can take place after the incorporation.

4. Copy of the Company License of the parent company showing the latest annual review status.

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Registration at the Chamber of Commerce Registration of the B.V. with the Chamber of Commerce will be handled by the notary.

All businesses will be registered with the trade register of the Chamber of Commerce.

This trade register is a source of information open to everyone and shows per business: ■■ Trading name and a brief description of the business ■■ Legal form and place of establishment ■■ Names and addresses of the owners, managers, supervisory board members or partners ■■ The capital invested in the business and number of employees

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Work and residence

Permits

The Expatcenter is familiar with the process of applying for work and residence permits and can assist with such procedures.

4a. Work permit

If a foreign national from outside the EU/EEA is coming to the Netherlands to work for 3 months or longer, they can apply for a residence permit for one of the following reasons:

4b. Residence permit

1. Working as a highly skilled migrant.

A highly skilled migrant or knowledge migrant (kenniswerker) is any foreign employee who is: coming to the Netherlands to work as an employee

1. In general, foreign nationals from outside the EEA (European Economic Area) and Switzerland who wish to visit the Netherlands briefly, for no longer than three months – as a tourist, to visit family or to conduct business – do require a short stay visa (either tourist or business) to enter the Netherlands and other EU member states. Upon obtaining a visa, they can stay in the Netherlands for up to three months.

■■ earns > €52.013 gross/year; or > €38.141gross/ year, if younger than 30 years of age.

2. Working as a labour migrant.

3. Working as a self-employed person.

2. To stay for an uninterrupted period of more than three months, foreign nationals will generally require authorisation for a residence permit (upon arriving in the Netherlands).

Other things to consider:

3. Nationals from the EEA and Switzerland, as well as some other countries (including the United States, Canada, Japan and Australia) do not require a visa to enter the Netherlands and other EU member states. They can stay in the Netherlands, without having to apply for the MVV and/or residence permit, for a maximum period of 90 days in total (within a six month period).

■■ If a foreign national from outside the EU/EEA is coming to the Netherlands to work for a period of less than three months, they may have to apply for a business visa and/or work permit.

■■ Nationals of the EU/EEA coming to the Netherlands to work, to study, to stay as a non-worker or to stay as a family member, do not require a visa or MVV (temporary stay permit, machtiging tot voorlopig verblijf) to enter the Netherlands.

Nationals of the EU/EEA do not require a work permit or a residence permit to stay in the Netherlands, but should register with the immigration authorities.

It is also advisable for EU citizens to apply for a registration certificate with the IND, because some institutions, such as the tax and customs administration and banks, may request such a certificate.

4. The Expatcenter can assist with these procedures (for more information see chapter 9).

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Corporate

Tax

The main taxes in the Netherlands are corporate income tax, value added tax, wage tax and personal income tax, dividend tax.

5a. Corporate Income Tax (CIT)

Corporate income tax is levied at the following rates (2013): ■■ 20% on the first €200,000 of taxable profits.

■■ 25% on taxable profits in excess of €200,000.

■■ More important than CIT is the effective tax rate, i.e. what tax payments effectively will amount to as a percentage of commercial profits.

■■ In this regard, there are various tax planning techniques available when operating in or through the Netherlands to mitigate the effective tax rate on the warehousing, distribution, sales and manufacturing activities of a company in the Netherlands.

■■ In order to know with certainty (in advance) what ■■ the Dutch tax position of a Dutch office will be, an advance tax ruling from the tax inspector may be obtained.

5b. Double taxation and tax treaties

■■ The Netherlands has a superior treaty network forthe avoidance of double taxation, created as part ofan overall policy of removing obstacles to the international flows of goods and capital.

■■ Withholding taxes on dividends, interest and royalties need to be as low as possible, preferably zero.

■■ In line with this policy, there are no withholdingtaxes on ordinary interest and royalties. Furthemore, most tax treaties lower the withholding tax on outgoing dividends.

■■ The Netherlands has signed treaties with more than 90 countries in regards to the avoidance of double taxation on income and capital.

or affiliation privileges are exempt from corporate income tax.

■■ This exemption is one of the most important provisions of Dutch tax legislation.

5c. Value Added Tax (VAT)

■■ Standard VAT = 21%. This applies to most goods and services, including the import of products.

■■ A lower VAT rate of 6% applies principally to food, books and newspapers, newspaper advertisements, medicine, passenger transport and hotel accommodation.

5d. Dividend tax

■■ Dividend tax rate is 15% (due to tax treaties with various other countries, a lower tax rate may apply).

■■ The tax is withheld by the company that pays out the dividends and pays it to the tax authorities ■■ The dividend tax withheld serves as an advance tax payment on income and corporate income tax.

5e. Wage and personal income tax is addressed in chapter 8.

■■ In addition, dividends received by resident corporations that qualify for the participation exemption

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Labour When hiring employees who perform most of their work in the Netherlands, Dutch labour (tax) law will apply.

6a. Employment contract

Term of employment contract ■■ The employment contract with an employee offers several possibilities: ■■ an indefinite period of time ■■ a fixed term ■■ the performance of a certain instruction ■■ the performance of temporary work.

If no details are mentioned, the employment contract is deemed to have been concluded for an indefinite period of time.

Probationary period

2 months for an employment contract for an indefinite period of time.

1 month for a fixed term employment contract with a term not exceeding 2 years.

2 months for a fixed term employment contract with a term exceeding 2 years.

Notice to terminate

■■ Both parties can instantly terminate the contract during the probationary period or in the case of instant dismissal for compelling reasons.

■■ In all other cases, the employment contract terminates as explained below: ■■ For employees who are employed for an indefinite period of time: in accordance with the statutory notice periods ■■ If the employee gives notice to terminate, the term is one full calendar month, unless otherwise stipulated in the employment contract

■■ The final day of employment shall coincide with the end of a calendar month ■■ If the employer gives notice to terminate, the term of full calendar months is in accordance with the following overview: Years of service <5 years 5-10 years 10-15 years > 15 years

Notice period one month two months three months four months

For employees who are employed for a fixed term, employment ends on the last day of the period referred to in the individual employment contract: ■■ For employees performing a certain instruction, employment ends when the instruction, with regard to which the employee was taken on, is completed.

■■ For employees who are employed to carry out work of a temporary nature, employment ends by a notice to terminate from the employer or employee, observing a term of one week.

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Labour 6b. Salary & holiday allowance Salary

■■ Each employee receives an individual salary paid in a gross amount per month or 4 weeks. The employer is obliged to deduct the necessary taxes and social premiums.

Holiday allowance

■■ Holiday allowance is 8% of 12(x) the basic monthly salary earned in the reference period, excluding bonuses, overtime and additional payments.

■■ In most companies, holiday allowance payments are made in May. It is also allowed to pay it monthly.

■■ When the employment contract is terminated, the holiday allowance is calculated on a pro rata basis over the unpaid months.

■■ The healthcare insurance consists of a basic package (determined by the government), while supplementary healthcare insurances on an individual basis are also available.

■■ Often companies, in cooperation with a healthcare insurance company, offer a basic package with a discount to their employees.

Social premiums

■■ The social premiums in the Netherlands accountor about 25% of the gross wage. These premiums are an extra cost for the employer and cannot be deducted from the employee’s salary.

6c. Leave

■■ Employees are entitled to 20 legal holidays per year (for a full-time contract, not including public holidays).

Public holidays: New Year’s Day, Easter Sunday, ■■ Easter Monday, Ascension Day, Whit Sunday, White Monday, Christmas Day and Boxing Day, plus the day on which the King’s birthday is celebrated (27 April).

6d. Healthcare insurance

■■ Obligatory form of insurance against medical expenses.

■■ All persons residing in the Netherlands are obliged by law to take out healthcare insurance.

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Office

Space Renting an office in the Netherlands/Amsterdam is easy, affordable and flexible.

7a. Types of office space

■■ Rental costs of office and industrial space do not vary much throughout the Netherlands (with some exceptions for first-class locations).

■■ Prices are competitive compared to other Western European countries.

■■ A wide variety of business centres also offer flexibility in terms of space, facilities and rental periods.

These offices share services such as reception, office, meeting rooms, restaurant/canteen etc. Offices can be scaled up and down very quickly and rental terms start from 1 month.

7b. Contract terms

■■ Regular office space rental terms are 3 to 5 years, with notice periods of 6 to 12 months.

■■ Business centres offer very flexible rental terms, starting at 1 month.

■■ Service costs will be charged per square metre or a fixed amount per month.

■■ There are several information sources where you can find available office space: ■■ Funda: www.fundainbusiness.nl ■■ RealNext: www.realnext.nl ■■ An overview of available business centres can be requested from amsterdam inbusiness.

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Personal

Matters 8a. Opening a personal bank account Required documents:

■■ Passport or identity card ■■ Tenancy agreement or other official proof of address ■■ Personal public service number (burgerservicenummer) ■■ For non-EU members, a residence permit or registration with the Immigration and Naturalisation Service (IND).

8b. Personal Income Tax

■■ For income tax, there are three different taxable incomes, each of which falls into a so-called box.

Each box has its own tax rate: ■■ Box 1: taxable income from work and home ■■ (progressive rate up to 52%) ■■ Box 2: taxable income from substantial shareholding (fixed rate of 25%) ■■ Box 3: taxable income from savings and investments (fixed rate of 30% on a fixed return of 4% (effectively 1,2% of the value)) ■■ Each form of income is taxed in one box only (no double taxation).

■■ The Netherlands offers a special tax regime for expatriates, the so-called 30% ruling, which provides a substantial income tax exemption (up to 30%) for a period of up to 96 months.

This results in a maximum (effective) tax rate of approximately 36.4%. This tax-free allowance is considered a compensation for the expenses that an international employee has by working outside his or her home country.

■■ To be eligible for the 30% ruling the following conditions must be met: ■■ The employee works for an employer liable to withhold Dutch payroll tax on the employee’s salary.

■■ The employer and employee have to agree in writing that the 30% ruling is applicable.

■■ The employee has to be transferred from abroad toa Dutch employer, or has to be recruited from abroad by a Dutch employer.

■■ The employee did not reside within 150 km of the Dutch border for 16 or more months out of the last 24 months prior to the start of their employment in the Netherlands.

■■ The employee’s taxable salary (roughly the grosssalary reduced with the tax free reimbursement under the 30% ruling) is at least €35,770 per year.

■■ The employee needs to have expertise that is scarcely available in the Netherlands.

■■ Besides the 30% ruling, certain costs can be reimbursed tax free. This includes international school fees, relocation expenses and a moving allowance up to a certain limit.

The 30% reimbursement ruling is a tax advantage for international employees working in the Netherlands.

If a number of conditions are met, the employer is allowed to grant a tax free allowance amounting to 30% times 100/70 of the gross salary subject to Dutch payroll tax.

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Grants and

Incentives The Expatcenter is familiar with the process of applying for work and residence permits and can assist with such procedures.

9. Grants and incentives

Governments often support initiatives through grants and incentives that contribute to the future of the competitiveness and sustainability of the Netherlands.

Below you will find the key areas for these subsidies.

Dutch Top Sectors

The Netherlands is renowned for its top sector policy, through which it excels globally. This includes the following sectors: high-tech materials & systems, agrofood, water, energy, horticulture, chemicals, creative industries, logistics and life sciences. The government offers priority to subsidise these sectors and help them remain competitive in the future. Lots of these grants are related to innovative activities, supporting entrepreneurship, sustainable development and environmental activities. Most of them are of a temporary nature.

The group of top sector grants contain e.g. a Food Research programme for SME firms, which provides grants for feasibility projects (50%), industrial research (45%) and/or experimental development (35%). There are also several schemes in the chemicals top sector, linked to public-private partnerships with grants varying from 33% to 80% and a maturity of four to five years.

Innovation and entrepreneurship

Beside the top sectors, the R&D Promotion Act (WBSO) also aims to stimulate innovation in business.

WBSO: Tax incentive of â&#x201A;Ź11 for each R&D hour The WBSO provides a reduction of payroll tax and social security contributions in respect to R&D em-

ployees. This contains the R&D deduction of 38% (50% for a start-up company) of the first â&#x201A;Ź200,000 in R&D wage costs and 14% for the remaining surplus.

The R&D activities focus on the development of technologically innovative products, processes or software, on technical research or on the analysis of the technical feasibility of your R&D work.

RDA: General tax facility to reduce R&D costs

Companies may deduct more than 54% (2013) of their investments from the corporate income tax through the Research & Development Allowance (RDA). This concerns investments in, amongst other things, the rental of equipment, purchase of materials and investments in a laboratory.

Innovation Box: Effective tax rate of 5%

Furthermore, in regards to R&D, companies can benefit from an effective corporate income tax rate of only 5% for R&D income through the Innovation Box.

MKB+: Alternative to bank financing with flexible repayment The SME Innovation Fund (MKB+) consist of several pillars such as the (1) Innovation Credit, which is used to stimulate development projects for which businesses cannot raise sufficient funds in the capital market in order to finance these projects. This risk bearing loan contains a funding of 35% for SME companies or 25% for SME+ companies of the allowable project costs, up to a maximum of â&#x201A;Ź5 million. The (2) SEED Capital scheme provides credit with a flexible repayment schedule to emerging technology and creative entrepreneurs through participations by investment funds.

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Sustainability and environment

The Dutch government allows companies to deduct a certain percentage of the investment from their taxable profit. Businesses that invest between €2,300 and €306,931 are eligible to claim the small-scale investment allowance (KIA) for up to 28% of all their investments. The precise total depends on the amount invested.

MIA/VAMIL: Tax relief schemes for environmentally friendly investments Investments in environmentally friendly business assets through the environmental investment allowance (MIA) are deductible to a maximum of 36% of the investment from the corporation tax. It’s also possible to randomly depreciate environmentally friendly business resources up to 75% of the bookvalue in the first year (VAMIL).

EIA: A tax relief programme for sustainable energy

You can also deduct investments in energy saving equipment and durable energy (Energy Investment Allowance) for a percentage of 41.5%.

Other sustainable subsidies

SDE+ is another grant related to sustainability. It provides subsidies for the production of sustainable energy. As such, there are a selection of European grants that belong to this area, such as Eco Innovation (grants covering up to 50% of the eligible project costs), LIFE+ and TEN-E.

We look forward to welcoming you to

Amsterdam!

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amsterdam inbusiness in brief amsterdam inbusiness is the official foreign investment agency of the

The official foreign investment agency of the Amsterdam Metropolitan Area, amsterdam inbusiness provides free, active support and independent advice to organisations planning to invest or settle in the region.

Amsterdam Metropolitan Area (Amsterdam, Amstelveen, Almere and Haarlemmermeer). amsterdam inbusiness assists foreign companies with the establishment and expansion of their activities in the Netherlands. We can help you create a convincing business case for setting up in the Amsterdam Metropolitan Area by offering practical advice and relevant information. And it’s all free, strictly confidential and without any hidden agenda.

Our commitment does not end once you have set up an operation in the Amsterdam Metropolitan Area. We strive to build a long-term relationship in order to be supportive in any phase of development of your company.

Considering setting up your business in the Amsterdam Area? Don’t hesitate to contact us. We look forward to welcoming you in Amsterdam!

Customised solutions By combining your data with ours, we can provide you with relevant information for your organisation. Our services for organisations planning to set up in the Amsterdam Area include: ■■

Market Intelligence: providing specific data on markets, industries and sectors in, for example, IT, financial services, media, advertising, life sciences, food, gaming, aerospace, logistics, etc

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Investment climate: providing information about the Dutch tax climate, incentives, legal & regulatory framework and labour market. Developing independent benchmark reports on salary levels, office rent, cost of living etc for your European location study and/or supply-chain study

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Fact-finding visits: tailor-made fact-finding programmes to get informed about the fiscal climate, the market, availability of talent, business climate and quality of service providers, and to visit office locations

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Legal & tax advice: organising free introduction meetings with and fiscal structures that meet your current and long-term needs

Almere

Talent: tapping into the labour market via introduction to recruiters Business & partner networks: introductions to strategic partners, governmental agencies and when possible potential clients Relocation support: assistance in search and selection of temporary, flexible and permanent office space including site visit tours

■■

Amsterdam

PO Box 2133, 1000 CC Amsterdam amsterdam@amsterdaminbusiness.com

business networks/associations, knowledge institutions, tax authorities, ■■

info@amsterdaminbusiness.com www.amsterdaminbusiness.com

internationally-oriented business service suppliers to elaborate on legal

and/or networks and communities of professionals ■■

Contact us

Support for international staff: apartment search for expats (short stay/long stay), introductions to international schools, expat clubs

PO Box 200, 1300 AE Almere Telephone: +31 (0)36 539 9487 almere@amsterdaminbusiness.com

Amstelveen

PO Box 4, 1180 BA Amstelveen Telephone: +31 (0)20 540 4423 amstelveen@amsterdaminbusiness.com

Haarlemmermeer

PO Box 250, 2130 AG Hoofddorp Telephone: +31 (0)23 567 6135 haarlemmermeer@amsterdaminbusiness.com

and referrals to doctors, dentists, accountants, etc

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One-stop shop for employees ■■

Cooperating with the Dutch Immigration and Naturalisation Service (IND), the Expatcenter is a one-stop shop for international companies and their migrant employees

Opened in 2008, Amsterdam’s Expatcenter cuts through the bureaucratic red tape for the Metropolitan Area’s growing number of international companies and their migrant employees.

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Employers can use the Expatcenter to initiate residency applications before a new employee even arrives in the Netherlands

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Fast-track services mean qualifying expats can begin work as soon as two weeks after their employers apply to the IND

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In one appointment, employees can collect their residence permit and registration with their municipality. This will provide them with a citizen service number (BSN), allowing them, for instance, to open a Dutch bank account

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Following an agreement with the Dutch Tax Department in 2011, applications for the employee 30% tax ruling can now be made via the Expatcenter

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The Expatcenter services international companies across the Amsterdam Metropolitan Area

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The Partnership Programme, created in 2009, connects expats with service-providers operating in the expat market

What the Expatcenter can do for you Amsterdam’s appeal lies in its rich cultural heritage, creative culture, commercial dynamism and high quality of life. Ultimately, however, the city’s greatest asset is its people, a healthy – and growing – percentage of whom are international.

The Expatcenter was one of the first Dutch schemes to cut the red tape for expats, drastically streamlining relocation procedures and helping them settle in.

Five years later, the Expatcenter offers a comprehensive range of services.

Together with its partners from the I amsterdam portal site, the

Expatcenter continues to expand its digital support for Amsterdam’s international community, both practical and pleasurable. The recently launched mobile city guide provides a comprehensive cultural agenda plus insider tips on the go.

Firm partnerships – with banks and childcare providers, movers, lawyers, language schools and more – mean the Expatcenter has the tools to make an expat’s first few months a little smoother.

Because the first step of a journey doesn’t have to be the most difficult one.

Welcome to Amsterdam!

Contact us welcome@expatcenter.iamsterdam.com www.expatcenter.com +31 (0)20 254 7999 Or visit us at: World Trade Center Amsterdam F-Tower, second floor Strawinskylaan 39 1077 XW Amsterdam Opening hours: Monday-Friday 09.00-17.00

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