Difficult to setup a Dutch company?

If you have knowledge about all the rules and regulations it is not difficult to setup a Dutch company. However, if you do not speak the language, do not understand the regulations and rules it can be quite challenging. In this article, we will talk about the steps and decisions you must make when you want to start a company in the Netherlands. First, it is possible to setup a Dutch company outside the Netherlands. You do not have to live or stay in the Netherlands. However, when you do not have a Dutch nationality, there are some additional steps when you setup a Dutch company. There are two types of companies you can start in the Netherlands: with or without a legal entity.

Setup Dutch company without legal entity

All foreign companies with an establishment in the Netherlands must register in the Trade Register. This applies for all kinds of companies, also sole proprietorship. Second, you need a Dutch bank account. It is possible to do it without a Dutch bank account, however it is highly recommended. Moreover, if you start a company without a legal entity you have to register with the Chamber of Commerce. To register your company you must go there in person. However, sometimes you can give the power of attorney to someone else and he or she can register you to the Chamber of Commerce. This registration can take up to eight weeks. Besides your name and the name of your business, you also need to fill in your home address. It is possible to do business from outside the Netherlands. This is allowed in a situation where your business address and private address are both in England, however your activities occur in the Netherlands. For example, an advisor who regularly works for Dutch companies on project basis. He will be regularly in the Netherlands and do business in the Netherlands. When you have no business activities in the Netherlands, you do not have to register. For example, you are a journalist and you live in Canada. Occasionally, you supply texts to the Dutch media. In fact, you have no activities in the Netherlands and therefore you do not have to register in the Chamber of Commerce.

Setup Dutch company with legal entity

It is also possible to setup a Dutch company with legal entity. This means that the company has a ‘legal entity’ and if something happens to the company, for example the company goes bankrupt, you will not go financially bankrupt as a person. If you already have a company in a different country and you want to expand to the Netherlands, you are under the Dutch law and the law of the country of origin. The law of the country of origin applies to:

  • Legal personality
  • Company structure
  • Representation
  • Termination

The Dutch law also applies. The Dutch law applies regarding taxes, environment, labour, bankruptcy and (criminal) law. So, if you setup a Dutch company you for example must file annual accounts of the company. Since 2012 it is very cheap and simple to setup a Dutch company. However, as we mentioned before, you do need to understand the rules and regulations otherwise it can be quite difficult.