Directors may jointly or individually sign contracts or perform certain legal acts on behalf of the Company. That is what the statutes provide. Directors can also give a power of attorney to someone else. This person can then also act on behalf of the company. It is not mandatory to register this person in the commercial register, but it can be useful. For example, it is a way to inform your business partners about who is authorized to act on behalf of the company. The audit must be carried out by external auditors if (2 out of 3 requirements must be met) the company`s turnover exceeds €12 million, the balance sheet total exceeds €6 million and the average number of employees is 50. From 27. In September 2020, limited liability companies registered in the Dutch Commercial Register will have to add their “ultimate beneficial owners” or UBO to the UBO Register. This is one of the measures taken in accordance with the Prevention of Money Laundering and Terrorist Financing Act (Wet ter voorkoming van witwassen en het financieren van terrorisme, Wwft). People who own more than 25% of the company`s shares, more than 25% of the voting rights and/or the final word in company matters are considered UBO. Registration in the UBO register can be arranged via the website of the Dutch Chamber of Commerce KVK. Companies already registered in the commercial register have one and a half years to register their UBO.
Further information (in Dutch) is available on the KVK website. The limited partnership or CV is a special form of partnership and has two types of partners. On the one hand, the active partner, who in practice is often a legal person such as a BV, who carries out the entrepreneurial activities of the company and has a liability status such as that of partner of a general partnership or the owner of the single-member company, is therefore in principle fully liable for all his (private) assets. The other type of partner in the CV is the limited partner (or tacit partner) who participates only by financing the partnership, is not actively involved in the company, whose identity is not communicated to the public via the Dutch Commercial Register (i.e. “tacitly”) and is only responsible for the amounts paid. In addition, a resume is “open” if a partner can be added without the consent of all other partners and otherwise “closed”. Before we can begin the incorporation process, we need confirmation that you agree with our fee offer. This can be done via email. For KYC authorization, we need information and documents about the party we should consider as our client. Usually, he is the founder of the BV. If this is the case, the information and documentation required for incorporation covers most of our related needs. Upon receipt of your consent, we will ask you to pay an advance as an advance on the work to be done by us and the notary.
After receiving this fee in advance, we will proceed to Step 2. In our experience, you should allow a period of one to two weeks for the entire procedure, including the collection of the necessary information and documents. We stress that an accelerated procedure is possible. A Dutch BV is constituted by a notarial deed before a Dutch notary and registered in the Dutch Commercial Register (Chamber of Commerce). You can find more information about how to incorporate a BV on the Page How to create a BV. Administration forms the basis for the preparation of annual financial statements in accordance with Dutch GAAP. Annual financial statements may also be based on IFRS, but an audit is required. The general partnership (Dutch: vennootschap onder firma, or simply VOF) is a legal person without legal personality to carry out an activity of one or more partners, who may be natural or legal persons. Although it does not have capital divided into shares, each partner in this form of business makes a contribution to the company, which can range from efforts to capital and goodwill. It is not uncommon for a person to start a business like Eenmanszaak and then turn it into a BV once it reaches a reasonable size. If you are undecided as to which form is best for you, it is advisable to weigh the pros and cons for each form or seek the advice of a financial advisor.
We need certified/legalized copies of the passports of future directors of the BV, founders (if individuals) and UBOs with a legitimate interest. A Dutch foundation (Dutch: “stichting”) is a legal entity without a shareholder or capital divided into shares and is created for a specific purpose that tends to be idealistic or social in nature. The company`s equity is segregated from its owners, while the voting rights remain in the hands of the directors required by law. The Dutch Foundation may issue “certificates” allocating the proceeds resulting from the assets and/or activities of the Netherlands Foundation to the holders of these certificates. The Dutch Foundation is the most widely used institution for the protection of Dutch assets. There are no practical legal requirements for a BV to have a substance in the Netherlands. The only legal requirement is that the BV has an address registered in the Netherlands. As an association, the Coop must have at least two members who accept it. For more information, please refer to the page How to join a cooperative.
A sole proprietorship is not subject to Dutch income tax, but its owner is. The owner is taxed on his income from commercial activities (Box 1). In the event that the owner is considered a contractor and other criteria are met, several tax benefits apply to the owner, such as the entrepreneur`s allowance, investment allowance, etc. The advantageous tax treatment makes sole proprietorship one of the most commonly used forms for startups to do business. A Dutch BV may be constituted by one or more natural or legal persons, Dutch or foreign, with a minimum capital of less than €1. A notarial deed of incorporation is signed and submitted. The certificate must be in Dutch. It must contain information on the founding members and the founding members, their participation amounts and the disbursements of the initial capital. The document also contains the statutes, which consist at least of: The BV is legally obliged to prepare an annual report and submit the annual financial statements to the commercial register of the chambers of commerce.