Taras Miroshnychenko

Head of practice

E-mail

miroshnychenko@prikhodko.com.ua

Phone numbers

Head of Corporate Law and Fintech Practice. Expert in the creation and reorganization of companies, support of M&A transactions, as well as legal support for opening and running a business in the EU, Asia, and North America.

Business setup and support in the Netherlands

Why choose the Netherlands?

In addition to logistical advantages, it is worth noting the favorable tax policy. There is an extensive network of agreements on the avoidance of double taxation, as well as well-known tax regimes for holding companies and intellectual property entities (Innovation Box). This allows you to legally optimize the tax burden, which is especially important for the IT sector and international trade.

Main organizational and legal forms

Before starting the registration procedure, it is necessary to decide on the legal structure of the future company. The most common options are:

BV (Besloten Vennootschap): Limited liability company. This is the most popular choice among small and medium-sized entrepreneurs. The authorized capital can be minimal (from 0.01 euros), which makes the BV accessible to startups. The participants are not personally liable for the company’s obligations.
NV (Naamloze Vennootschap): Joint-stock company. Focused on large businesses that plan to attract investment through a public sale of shares.
Branch (Branch): Suitable for foreign companies that want to open a representative office in the Netherlands without creating a separate legal entity.
Sole proprietorship (Eenmanszaak): A simple form for freelancers and self-employed persons (ZZP’ers). However, it is worth remembering about the full property liability of the founder.

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Registration procedure: step by step

Registration of a business in the Netherlands for foreigners is transparent, but requires attention to detail. It is important to know that registering a company on your own without a local address or EU citizenship is technically possible, but difficult. We recommend following a proven algorithm:

Preparation of constituent documents: Development of the articles of association (Akte van Oprichting). The notarial deed is drawn up in Dutch (or with an official translation). At this stage, it is important to correctly state the objectives of the activity, the structure of the governing bodies and the rules of corporate governance.
Opening a bank account: To form the authorized capital (even symbolic), an account is required. Many Dutch banks conduct an enhanced compliance check (KYC) for foreign founders, so the help of a lawyer at this stage is critical.
Registration with the Chamber of Commerce (KVK): After signing the notarial deed, the company is entered in the trade register of the KVK (Kamer van Koophandel). You receive a unique registration number.
Obtaining a tax number: After registering with the KVK, the data is automatically transmitted to the Dutch Tax Service (Belastingdienst), which assigns the company a tax number (RSIN/omzetbelastingnummer).

Legal support for your business after registration

Registration of your company is just the first step. For stable operation in the Dutch jurisdiction, constant monitoring of changes in legislation and proper administration are necessary. Our team provides:

Accounting and tax support: Preparation and submission of tax returns (VAT, corporate tax). The Dutch tax system requires regular reporting, and penalties for late payment can be significant.
Human resources administration: Preparation of employment contracts with local and foreign employees, taking into account collective labor agreements (CAO) that apply in various industries.
Legal consulting: Analysis of contracts with counterparties, protection of intellectual property, representation of interests in courts and government agencies.
Compliance with sanctions legislation: In modern realities, it is important to check business partners for compliance with international sanction regimes in order to avoid blocking accounts.

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How do we work?

The law firm “Prikhodko & Partners” offers a comprehensive approach to entering the Dutch market. We are trusted because we:

We have partnerships with Dutch notaries and tax consultants.
We provide consultations in Ukrainian, understanding the specifics of the business of our compatriots.
We accompany the client at all stages – from choosing a company name to submitting annual reports.

Opening a business in the Netherlands is a strategic step that opens the door to the entire European market. To minimize risks and save time, seek professional help.