Netherlands

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DOING BUSINESS

 


Local business incentives - Legal forms of companies - Registration and licensing procedures - Legal framework - Foreign exchange control - Regulations concerning equity investment - FDI inflows - Expertise of the political risk

Local business incentives

Concerning new businesses and investment intencives, investors can contact the Netherlands Foreign Investment Agency (NFIA) and the Netherlands Foreign Trade Agency.

 

Legal forms of companies

Form Number of partners/shareholders Minimum and/or maximum capital Liability Registration fee Release of financial documents
The BV (Belosten Venoostschap met beperkteaansprakelijkhei) is a Private Limited Company. Minimum 2 . It can be constituted of several legal entities or individuals, and 1 shareholder for a BV proprietorship Minimum capital: 18,000 €. Up to 20% must be subscribed. Liability of each partner is limited to the amount of capital contributed. About 13% of the capital amount. No
The NV (Naamloze Vennootschap) is a Public Limited Company. No minimum. 45,000 € at least. 20% should represent the subscribed amount and 25% the amount released at the incorporation Liability is limited to the amount of capital contributed. They include 1% of contribution duties, the notification fees in the Official Journal and notary fees. No
The VOF (Vennootschap Onder Firma) is a general partnership. Minimum 2 partners. No minimum capital. Partners' liability is joint and several. They include 1% of contribution duties, the notification fees in the Official Journal and notary fees. No
CV (CommanditaireVernootschap) is a limited partnership. Minimum 2 partners. 2 types
of partners: active partners and sleeping partners.
No minimum capital. Active partners have an unlimited liability, notably corporate management. Sleeping partners have a liability limited to the amount contributed. They include 1% of contribution duties, the notifiation fees in the Official Journal and notary fees. No
Bijkantoor is a branch. No legal entity, it depends on the status of the parent company. No capital is required, if the branch is registered with the Trade Register . The parent company is liable for actions carried out by the branch except for management which is limited, joint and several. Registration fees are low. No

Registration and licensing procedures
Status must be drawn up in Dutch in a notarized deed. They must be forwarded to the Ministry of Justice, which delivers a certificate of non-objection within two months. The company must also register with the Trade Register (Handelsregister), with the Chamber of Commerce (Kamer van Koophandel en Fabrieken) of the place of setting up. Then, notice in a official advertisement journal is required.

Legal framework
No specific text of law regulates foreign direct investments. Their regime is adjusted the refime applied for national investments.

Foreign exchange control
As for the regulation of currency exchanges, there is a free conversion of currencies.
Foreign investors are allowed to transfer profits free of tax, with no limitation of amount or time. They are also allowed to transfer capital, surplus and dividends.
As for the applicable exchange rate, since January 1st 1999, conversion rates between the euro and the currencies of the eleven countries belonging of the Euro zone, are fixed.

Regulations concerning equity investment
A majority holding interest in the capital of a Dutch company is legal. Certain sectors such as telecommunications, banking and insurance require the granting of an authorization..  


Foreign Direct Investment inflows in Netherlands

FDI inflows 2003 2004 2005 World rank (*)
2005
FDI inflows (USD million) 21 742 442 43 630 50/141
Source : UNCTAD - World Investment Report
Note : (*) World Rank = UNCTAD Inward FDI Performance Index. It is a measure of the extend to which a host country receives inward FDI relative to its economic size. It is calculated as a ratio of the country's share in global FDI inflows to its share in global GDP.

 

Last modified in 2006 - ongoing update
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