Company Registration in the Netherlands from India

Company Registration Netherlands is a process that involves registering your business with the Dutch Chamber of Commerce (KvK). Once registered, the business becomes a separate legal entity under Dutch law, capable of owning assets, signing contracts, and operating independently.

Upon registration, you will receive a KvK Number (your official company registration number) and a VAT number, known in the Netherlands as a BTW number (Belasting Toegevoegde Waarde). This allows you to open business bank accounts, invoice clients, and legally operate your company in the Netherlands and across the EU.

The Netherlands is a leading choice for Indian companies looking to enter the European market. It offers a powerful combination of location, economic strength, and business-friendly policies.

1. Strategic Location and Logistics

The Netherlands offers unmatched connectivity for businesses aiming to access the European and global markets efficiently, due to its location:

• Heart of Europe: Its central location provides direct access to over 500 million European consumers.
• World-Class Ports: It is home to the Port of Rotterdam, the largest and smartest seaport in Europe, making it a global hub for trade.
• Superior Air Connectivity: Amsterdam's Schiphol Airport is one of the best-connected airports in the world, ensuring efficient travel and air freight.
• Excellent Infrastructure: A highly developed network of roads, railways, and digital infrastructure makes moving goods and information fast and easy.

2. A Highly Competitive and Innovative Economy

The Netherlands stands out for business excellence in Europe, because of its:

• Pro-Business Climate: The Netherlands consistently ranks as one of the best places in the world to do business.
• Focus on Innovation: It is a global leader in high-tech industries, life sciences, agrifood, and creative sectors.
• Economic Stability: The country's stable political and economic environment provides a secure and predictable setting for long-term investment.

3. The Favourable Dutch Tax Climate and India-Netherlands DTAA

Businesses benefit from the Netherlands' tax-friendly policies and a strong bilateral treaty.

• Competitive Corporate Tax: The corporate income tax rates are competitive within Europe.
• Participation Exemption: This key benefit can completely exempt you from paying taxes on profits and capital gains from your subsidiaries.
• India-Netherlands Tax Treaty: The Double Taxation Avoidance Agreement (DTAA) is a crucial advantage. It ensures that your business profits are not taxed twice (once in India and again in the Netherlands).
• R&D Incentives: The government offers tax credits and incentives for research and development activities.

4. An English-Speaking, Highly Skilled International Workforce

You can choose the Netherlands to tap into a global business, due to a diverse and multilingual talent pool, as follows:

• No Language Barrier: Over 90% of the Dutch population is fluent in English, making business communication seamless.
• Access to Talent: The workforce is highly educated, multilingual, and internationally focused, giving you access to a top-tier talent pool.

5. A Welcoming Environment for Foreign Entrepreneurs and Start-ups

It's easy for international entrepreneurs to establish and grow in the Netherlands with:

• Government Support: The Dutch government actively encourages foreign investment with helpful programs and straightforward regulations.
• Vibrant Startup Scene: Cities like Amsterdam, Rotterdam, and Eindhoven have thriving startup ecosystems with plenty of support for new businesses.

Choosing the right legal form for your business is a critical first step. For Indian investors, the Dutch BV is the most popular and highly recommended option.

1. The Dutch Private Limited Company (Besloten Vennootschap or BV)

This is the Dutch equivalent of a Private Limited Company and is the ideal choice for most foreign entrepreneurs.

• Limited Liability: Your assets are protected. You are only liable for the amount you invest in the company's shares.
• Separate Legal Identity: The BV is its own legal person, meaning it can own assets, enter into contracts, and sue or be sued in its name.
• No Local Director Required: You can be the sole director and shareholder of your BV, and you do not need to be a resident of the Netherlands or the EU.
• Low Share Capital: You can start a BV with a share capital of just €0.01 (which means no minimum capital is required).

Tip for Indian Entrepreneurs: If using a Dutch BV for international tax planning, consult legal experts to comply with GAAR (General Anti-Avoidance Rules) and make the most of the DTAA (Double Taxation Avoidance Agreement).

2. The Dutch Public Limited Company (Naamloze Vennootschap or NV)

Ideal for large corporations seeking to raise capital from the public by listing shares on a stock exchange.

• Share Capital: Requires a minimum share capital of €45,000.
• Liability: Offers limited liability to shareholders, protecting their assets from business debts.
• Regulation: Subject to strict Dutch corporate law regulations, including requirements for a supervisory board (Raad van Commissarissen) in addition to the management board (Raad van Bestuur) for larger entities.
• Shares: NV shares are freely transferable, including on stock exchanges.

3. Branch Office

This involves registering your existing Indian company as a branch in the Netherlands. The Branch Office is not a separate legal entity, and your parent company bears full responsibility.

• Registration: Must be registered with the Dutch Commercial Register (Handelsregister).
• Taxation: Subject to Dutch tax regulations. Profits are generally taxable in the Netherlands, though double taxation treaties can provide relief. No withholding tax on transfers of profits from the branch to the head office.
• Financial Reporting: Branch financial statements typically do not need to be published in the Netherlands, but the parent company's financial statements often do.

4. Sole Proprietorship (Eenmanszaak)

A simple and direct structure for individual entrepreneurs, the Sole Proprietorship does not provide liability protection, making the owner personally accountable for all business debts.

• Suitability: Generally used by freelancers and small business owners who are residents of the Netherlands.
• Setup: Straightforward to establish, requiring registration with the Dutch Commercial Register.
• Taxation: Profits are taxed under personal income tax. Eligible for various tax benefits and deductions for entrepreneurs if certain conditions (like the "hours criterion" of 1225 hours/year) are met.
• Administrative Burden: Lower administrative burden compared to limited liability companies.

5. General Partnership (VOF)

This structure is for two or more business partners who will share unlimited personal liability for the business's debts, similar to a sole proprietorship for multiple individuals.

• Agreement: Formed by an agreement between partners. A written partnership agreement is highly advisable to define roles, responsibilities, and profit sharing.
• Capital: No minimum capital requirement.
• Registration: Must be registered with the Dutch Commercial Register.
• Taxation: Each partner pays income tax on their share of the profits. Partners may qualify for individual tax benefits similar to those for sole proprietorships.

The Netherlands makes it very easy for foreign nationals to set up a business.

1. Minimum Shareholder and Director Requirements

• One Person is Enough: You can set up a Dutch BV with just one shareholder and one director, who can be the same person.
• Any Nationality: Shareholders and directors can be of any nationality and reside anywhere in the world.
• No Dutch Partner Needed: You are not required to have a Dutch or EU citizen as a partner or director in your company.

2. Requirement for a Registered Business Address

• Mandatory Dutch Address: Your company must have an official registered address in the Netherlands.
• No P.O. Box: A post office box is not acceptable.
• Virtual Office Solution: It is very common for foreign entrepreneurs to use a registered address service or a virtual office to meet this requirement.

3. Capital Requirements (if any, specifically for BV)

• Extremely Low Capital: The minimum required share capital for a Dutch BV is only €0.01.
• No Need to Deposit Large Sums: You do not have to deposit a large amount of money to start your company.

4. Necessity of a Civil-Law Notary

• A Legal Requirement: In the Netherlands, you must use a civil-law notary to legally form a company like a BV or NV.
• Role of the Notary: The notary drafts the official documents, verifies identities, and files the registration with the government, ensuring everything is done correctly.

Note: KYC (Know Your Customer) and AML (Anti-Money Laundering) checks are mandatory requirements conducted by the notary and the bank when opening a Dutch bank account.

5. Residence Permit/Visa Requirements for Physical Presence

• Remote Setup is Fine: You do not need a visa or residence permit to register and own a Dutch company from India.
• Visa for Relocation: If you plan to move to the Netherlands to live and work for your company, you will need to apply for a residence permit, such as the self-employed person permit or the startup visa.
• Bank Account Requirements: Opening a Dutch bank account often requires physical presence or advanced digital KYC (Know Your Customer). Unless you opt for EMI (Electronic Money Institution) or fintech solutions.

The entire registration process is efficient and can be completed remotely from India in a few simple steps.

Step 1: Choosing and Verifying Your Company Name

Your company name must be unique and not already in use. Your service provider will check the name's availability in the Dutch Chamber of Commerce (KVK) Trade Register. It’s a good idea to have 2-3 name options ready in case your first choice is unavailable.

Step 2: Engaging a Civil-Law Notary in the Netherlands

This is a mandatory step, and you must appoint a Dutch civil-law notary. The notary acts as an official legal guide, preparing all necessary documents for your company's formation.

Step 3: Drafting and Executing the Deed of Incorporation

The notary will draft the official "Deed of Incorporation," which includes the Articles of Association. This document is like the constitution of your company; it outlines its purpose, share structure, and the roles of directors.

You will need to provide your documents, such as:

• Valid passport or ID
• Proof of address
• Proof of share capital payment (if applicable)
• Details of directors and shareholders
• Power of attorney (if using a representative)

Step 4: Registration with the Dutch Chamber of Commerce (KVK)

After the deed is finalized and signed (which can be done remotely), the notary officially registers your company with the KVK. This is the moment your company gets incorporated.

Step 5: Receiving Your KVK Number and RSIN

Immediately upon registration, your company is issued a unique KVK number. This is your official company registration number in the Netherlands. At the same time, you get an RSIN (Rechtspersonen en Samenwerkingsverbanden Informatienummer), which is your main tax number.

Step 6: Registering with the Dutch Tax and Customs Administration (Belastingdienst)

This step is automatic. The KVK informs the Dutch Tax Office (Belastingdienst) about your new company. The tax office will then send you separate letters confirming your VAT number and other tax details. Within a few weeks, you will receive:

• Your BTW number (VAT number), which is necessary for invoicing and filing taxes
• Official letters outlining your corporate income tax responsibilities and important deadlines

The tax office will send these documents to you separately to help you stay compliant with all tax regulations.

Gathering the correct, properly certified documents is essential for a smooth process.

1. Personal Documents for Indian Directors and Shareholders

The following personal information is required:

• Passport with Apostille: A clear, certified copy of your valid passport. This copy must be legalized with an Apostille stamp, which is an official certification for international use.
• Proof of Address: A recent utility bill or bank statement showing your residential address in India. This may also need to be certified.

2. Documentation Needed for an Indian Corporate Shareholder

If your existing Indian company is to be the shareholder, you will need:

• Certificate of Incorporation: An apostilled copy of your Indian company's registration certificate.
• Memorandum & Articles of Association: Apostilled copies of your company's constitutional documents.
• Register of Shareholders: An official, up-to-date list of the Indian company's shareholders.
• Board Resolution: An official decision by the Indian company's board of directors authorizing the formation of the Dutch subsidiary.

3. The Deed of Incorporation and Articles of Association

This is the main legal document for your Dutch company, prepared by the notary. It is written in Dutch, but you will receive a certified English translation for your understanding and records.

4. Bank Reference Letter and Proof of Address Requirements

Sometimes, a reference letter from your bank in India may be requested by the notary or a Dutch bank as part of their due diligence ("Know Your Customer") checks.

The costs are transparent and can be broken down into a few key areas.

A Dutch bank account is crucial for managing your business finances. It is not mandatory to open a Dutch bank account because you can operate your Dutch company using foreign bank accounts or alternative fintech solutions.

If you want to open one, then here’s the process:

1. The Process for Opening a Business Bank Account as a Non-Resident

Major Dutch banks like ING, ABN AMRO, and Rabobank are excellent, but often require directors to visit in person to open an account. There are several online banks and fintech payment institutions also (like Wise, Revolut) that are very friendly to non-resident directors and allow for a fully remote setup.

2. Documents Required by Dutch Banks from Indian Entrepreneurs

Be prepared to provide company and personal documents for due diligence and KYC compliance. Most banks ask for the following:

• Official KVK extract (proof of company registration).
• The company's Deed of Incorporation.
• Valid passports for all directors and UBOs.
• The company's tax numbers (RSIN and VAT number).
• Sometimes, a business plan or details about the company's activities may be requested.

The Dutch tax system is well-regarded and offers several benefits for international businesses.

1. Corporate Income Tax in the Netherlands

The Netherlands applies a progressive two-tier Corporate Income Tax (CIT) structure to resident companies:

• 19% on the first €200,000 of taxable profits
• 25.8% on profits above €200,000

2. Value Added Tax (VAT or BTW)

All businesses supplying taxable goods or services in the Netherlands must register for VAT with the Dutch Tax and Customs Administration (Belastingdienst).

VAT Rates in the Netherlands :

• 21% Standard Rate: Applies to most goods and services, including electronics, clothing, consultancy, and software.
• 9% Reduced Rate: For essential items such as:
  • Food and non-alcoholic beverages
  • Books and e-books
  • Medicines and medical aids
  • Public transportation services
• 0% Zero Rate: Used for:
  • Exports of goods to non-EU countries.
  • Intra-EU supplies of goods to VAT-registered businesses in other EU member states.

3. Dividend Withholding Tax and the Participation Exemption

There is a 15% tax on profits distributed to shareholders (dividends).

However, if your Dutch BV owns at least 5% of another company, any dividends or capital gains from that subsidiary are 100% exempt from corporate tax. The India-Netherlands tax treaty can also reduce or eliminate dividend tax.

4. The 30% Ruling for Expat Employees Explained

This is a famous tax benefit for skilled employees hired from abroad to work in the Netherlands.

• How it Works: If an employee qualifies, the employer can pay 30% of their gross salary completely tax-free.
• Benefit: This lowers the employee's income tax burden and makes it cheaper for your company to attract top international talent.

If you decide you want to move to the Netherlands to run your company, there are specific visa routes available.

1. The Start-up Visa Scheme

This is a one-year residence permit for entrepreneurs with a new, innovative business idea. To qualify, you’ll need to partner with a recognized facilitator in the Netherlands and an experienced mentor who will help you grow your startup.

Key requirements:

• A viable, innovative business idea
• Collaboration with an approved facilitator
• Proof of sufficient financial means
• Registration in the Dutch Chamber of Commerce (KvK)

2. The Self-Employed Person's Residence Permit

This visa is for entrepreneurs whose business activities are considered to be of “essential interest” to the Dutch economy. The IND assesses your application using a points-based system, which considers your:

• Business plan
• Work experience and education
• Added value to the Netherlands (such as innovation, employment potential, or investment)

3. Requirements and Application Process for Business Visas

For both visa types, a well-prepared and realistic business plan is critical. You must also:

• Prove you have enough funds to support yourself and your business
• Register your business with the KvK (Dutch Chamber of Commerce)
• Submit your application to the Dutch Immigration and Naturalisation Service (IND)

In some cases, you may also need to obtain a provisional residence permit (MVV) depending on the duration and type of stay.

The Netherlands Company Registration Certificate, issued by the Dutch Chamber of Commerce (KvK), confirms that a business is legally registered in the country. It includes important details like the company’s registration number, legal form, registered address, and date of incorporation. This document is essential for opening bank accounts, signing contracts, and other official business activities.

This certificate helps you build trust with clients, partners, and government authorities by proving your company’s legal status. It shows compliance with Dutch laws and is a key requirement for operating and growing your business in the Netherlands.

How to Download the Netherlands Company Registration Certificate?

To download your company registration certificate in the Netherlands, follow these steps:

1. Visit the Dutch Chamber of Commerce website (KvK) at kvk.nl.
2. Use the search tool to locate your company by entering its name or registration number.
3. From the search results, select your company’s profile.
4. Choose the option to request or download the company extract (registration certificate).
5. Complete the payment process (usually a small fee applies).
6. After payment, the certificate can be downloaded immediately as a digital copy or will be sent by mail if a physical copy is requested.

This certificate serves as proof of your company’s legal status for official and business purposes.

How to Check if a Company is Registered in the Netherlands?

To verify the registration status of a company in the Netherlands:

1. Access the official KvK website’s company search page at kvk.nl/english/.
2. Enter the company name or KvK registration number into the search field.
3. Review the displayed company information, which includes registration details, addresses, and management.
4. If the company appears in the registry, it is officially recognized and registered under Dutch law.

This free search feature is useful for customers, partners, or investors to confirm the authenticity of a business.