centrally located in Europe, Schiphol Airport is 15 minutes from Amsterdam
stable, multi-lingual and liberal society
GDP per capita is above EU averages
fourth most competitive nation in the 2020 IMD-rankings
fifth in the 2020 Global InnovationsIndex
95% of Europe's most lucrative markets, just 24 hours’ drive away
The port of Rotterdam is Europe's largest seaport
Schiphol Amsterdam Airport [AMS] is the nr. 3 busiest airport in Europe – 71 million passengers per year
The Netherlands fosters an unrivaled entrepreneurial spirit
What are the Dutch BV requirements; with the aim of complying fully to the Netherlands tax system and policies:
economic presence and EU operation activities are becoming more important over the years to come
at least half of the statutory directors in the board are Dutch residents
the director(s) have the requisite professional credentials to perform their tasks
the management decisions must be taken in the Netherlands
regular physical board meetings, as well
if there are employees on the payroll, this staff must be properly qualified to perform their tasks
the bookkeeping of the company takes place in the Netherlands
the bank account can be accessed by the directors out of the Netherlands, preferable the company has also a Dutch bank account
the equity of the company is in line with the activities that are undertaken
the company has an office address and office premises in the Netherlands, that are available to it
the company fully engages in Know your Customer [KYC] procedures by serviceproviders and financial institutions and supports regular Customer DueDiligence [CDD] reporting
What are the Dutch BV; legal & notary incorporation requirements:
a deed of incorporation, to be executed before a civil law notary in theNetherlands (which will also contain the Articles of Association and will also deal with the appointment of the first members of the Management Board)
(a)power(s) of attorney on behalf of the incorporator(s) to execute the deed of incorporation
after its incorporation, the BV and its Management Board members must by law be registered with the Dutch Business Register, which is usually effected the same day or the next
at its incorporation, the Ultimate Beneficial owners [UBO], owing 25% or more of the shares or having substantial voting rights, must by law be registered with the Dutch UBO Register
the incorporation can be effected within a day. For foreign incorporators, a week is a more realistic time frame, also in view of the power of attorney that must be provided and KYC requirements that need to be complied with
The Management Board shall be entrusted with the management of the B.V.
Once incorporated, what are the Dutch BV management requirements:
the Management Board shall be entrusted with the management of the B.V. In the performance of their duties the members of the Management Board shall be guided by the interests of the B.V. and the enterprise connected therewith
The primary responsibilities of the Management Board members are:
to represent the B.V. as Management Board member (solely or jointly)
to manage the B.V.’s daily activities and correspondence
to prepare and file the B.V.’s annual accounts and VAT reports
to maintain the B.V.’s corporate records (bookkeeping and cash management)
to approve any distributions by the BV on the basis of a liquidity test
to administrate the B.V.’s assets and liabilities
to ensure that local registration requirements are met
to organize General Meetings and/or Management Board meetings
to file the B.V.’s corporate income tax returns [CIT]