SEttINg

UP
YoUR
BUSINESS
table of
contents
1. Setting up a Dutch BV (i.e. Ltd / SA / GmbH)................................ 3
2. Opening a bank account................................................................ 4
3. Registration at the Chamber of Commerce................................... 5
4. Work and residence permits.......................................................... 6
5. Corporate tax................................................................................. 7
6. Labour............................................................................................ 8
7. Office space................................................................................. 10
8. Personal matters.......................................................................... 11
9. Grants and incentives................................................................... 12
10. amsterdam inbusiness in brief...................................................... 14
11. Expatcenter Amsterdam.............................................................. 15
1. Setting up a
dutch BV
Setting up a Dutch BV is a relatively simple procedure that can
be completed within approximately two weeks.
1a. What is a BV?
A private limited liability company,
comparable to Ltd. (UK), Inc. (US),
Sarl (France), GmbH (Germany)
Owned by shareholders, privately
registered shares
Shareholders are not personally liable for
company losses in excess of the amount
that must be paid on their shares.
1b. Are there any restrictions for
setting up a BV?
There are no specific restrictions for an
international entrepreneur to do business
and set up a BV in the Netherlands
As an international citizen you can start a
BV by following the same rules as a Dutch
citizen. You do not need to live in the
Netherlands to set up a BV
The procedure for setting up a BV can be
completed from your home country
The Netherlands offers a very efficient
procedure for setting up a limited liability
company.
1c. Procedure for setting up a BV
The procedure can easily be outsourced to a
third party, which should ensure that the
following steps are taken:
Set up a Dutch bank account
Check the company name with the
Chamber of Commerce
There is no minimum authorised, issued
and paid-up capital for a BV
Draw up a notarial deed of incorporation
(in Dutch, including at least the
companys articles of association and the
amount of issued share capital). While
the BV is in the process of incorporation,
business may be conducted
Within eight days of incorporation, the
company data will be registered with the
Trade Register (Handelsregister) at the
local Chamber of Commerce (Kamer van
Koophandel). In the Netherlands, the
Chamber of Commerce is a governmental
organisation
The Chamber of Commerce will forward
the business registration details to the
tax authorities. Subsequently they will
contact the company
The complete procedure need not take
longer than one to two weeks following
submission of the required documents.
Gathering the necessary information
regarding beneficial owners (first
managing directors, etc) by the
incorporators is often the most time-
consuming aspect of the process.
2. opening a
bank account
Banks such as ING, ABN AMRO and Rabobank are familiar with opening
bank accounts for international companies and/or persons.
2a. Are there any restrictions?
There are no particular restrictions for an
international company or person setting up a
bank account in the Netherlands (e.g. Dutch
nationality is not required to set up a bank
account).
2b. Opening a bank account for
business
To open an account, the following entities
need to be identified and verified:
The legal entity (BV)
The director(s)
The (ultimate beneficiary) owner(s),
the legal entity (parent company) and
persons who own or control at least 10%
of share capital or voting rights.
2c. Required documents
A (concept) deed of incorporation drawn
up by a civil law notary with an office
in the Netherlands. A concept is only
required if the BV is being established
A copy of the passports of the directors
and legal representatives mentioned in
the deed of incorporation
A notary document stating the addresses
of the directors in their country of
origin. This is applicable for all directors
who are not yet registered with the
Dutch authorities as a resident of the
Netherlands
A copy of the Company License of the
parent company showing the latest
annual review status
A copy of the latest Memorandum and
Articles of Association, including all
revisions
The business registration certificate
An organisational chart, submitted and
signed by the director of the entity
or legal representative, showing all
intermediate businesses. This chart must
show which ultimate beneficial owners
(UBOs) are involved in this business and
what percentage of ownership they
represent
A verified and certified copy of the
passport(s) of the UBOs who own or
control at least 10% of share capital or
voting rights. If the UBO does not have
a passport, a notary document stating/
proving this persons identity is required
All individual owners need to provide a
notary document stating their addresses
in their country of origin.
2d. Procedure
The process will take two to three weeks.
Providing that the necessary documents are
available, the procedure can run in parallel
with setting up the BV In the case of a very
low share capital (for example 0.01), opening
a bank account can take place after the
incorporation.
3. Registration at the
Chamber of Commerce
Registration of the BV with the Chamber of Commerce will be
handled by the notary.

3. Registration with the Chamber

of Commerce
All businesses should register with the
Chamber of Commerce. This trade register
is a source of information that is openly
accessible to everyone and includes the
following details for every business:
Trading name and a brief description of
the business

Legal form and place of establishment

Names and addresses of the owners,

managers, supervisory board members or
partners

The capital invested in the business

The number of employees.

4. Work and residence
permits
The Expatcenter is familiar with the process of applying for work and
residence permits and can inform you about the procedures.
4a. Work authorisation
Business travellers from outside the EU/EEA or
Switzerland do not need work authorisation to
attend business meetings in the Netherlands.
This exemption is limited to a maximum of 13
weeks per year in total.
Beyond the maximum of 13 weeks, or in case
the performed tasks do not or no longer
qualify as business meetings but run over
into actual employment, work authorisation is
required.
The most common form of work authorisation
in the context of international business is a
residence permit as highly skilled migrant.
The requirements for a highly skilled migrant
status are:
The company must have recognised
sponsor status. Obtaining this status
requires a business plan and solid
financial forecast. In certain cases
assistance of NFIA can be obtained.
The gross monthly salary of the highly
skilled migrant must be above the
following thresholds (level 2015):
EUR 4,524.12 if the applicant is 30
years
of age or above
EUR 3,316.68 if the applicant is
younger than 30
EUR 2,377.08 if the applicant has
graduated in the Netherlands and is
hired within 12 months.
For business owners (having a stake of
25% or more), work authorisation takes the
form of a residence permit as independent
entrepreneur. A points system applies in which
the level of innovativeness of the business
plays an important role.
As of 2015, ambitious entrepreneurs can apply
for a temporary residence permit vaild for
one year. In order to be eligible for this type
of permit, the start-up must be guided by an
experienced facilitator in the Netherlands and
provide an innovative product or service.
4b. Legal stay
Regardless whether work authorisation is
needed, a visa is required.
Short stay: foreign nationals who wish
to visit the Netherlands briefly, for no
longer than three months within a six-
month period, do require a short stay visa
(either tourist or business) to enter the
Netherlands. Countries exempt from this
visa requirement include all EU/EEA
countries, Switzerland, the USA, Japan,
Australia, Canada, South Korea,
Argentina and Brazil. The short stay visa
is valid for all countries in the Schengen
area (i.e. all EU countries, with a few
exceptions).
Long stay: to stay for an uninterrupted
period of more than three months, all
non-EU/EEA/Swiss nationals require a
residence permit. Most of them require,
in addition, a provisional residence permit
before applying for a residence permit
(MVV, machtiging tot voorlopig verblijf)
from the Dutch consulate. Exempt from
the MVV requirement are only the USA,
Canada, Japan, Australia, New Zealand
and South Korea.
5. Corporate
tax
The main taxes in the Netherlands are corporate income tax, value
added tax, wage tax, personal income tax and dividend tax.
5a. Corporate income tax (CIT)
Corporate income tax is levied at the following
rates (2015):
20% on the first 200,000 of taxable
profits In addition, dividends received by resident
25% on taxable profits in excess of
200,000
More important than CIT is the effective
tax rate, i.e. what tax payments effectively
will amount to as a percentage of
commercial profits
In this regard, there are various tax
planning techniques available when
operating in or through the Netherlands
to mitigate the effective tax rate on the
warehousing, distribution, sales and
manufacturing activities of a company in
the Netherlands
In order to know with certainty (in
advance) what the tax position of a Dutch
office will be, an advance tax ruling from
the tax inspector may be obtained.
5b. Double taxation and tax treaties
The Netherlands has an excellent treaty
network for the avoidance of double
taxation, created as part of an overall policy
of removing obstacles to the international
flows of goods and capital
Withholding taxes on dividends, interest
and royalties need to be as low as possible,
preferably zero
In line with this policy, there are no
withholding taxes on ordinary interest and
royalties. Furthemore, most tax treaties
lower the withholding tax on outgoing
dividends
The Netherlands has signed treaties with
more than 90 countries in regard to the
avoidance of double taxation on income
and capital
corporations that qualify for participation
exemption or affiliation privileges are
exempt from corporate income tax
This exemption is one of the most
important provisions of Dutch tax
legislation.
5c. Value Added Tax (VAT)
Standard VAT = 21%. This applies to most
goods and services, including the import of
products
A lower VAT rate of 6% applies principally
to food, books and newspapers,
newspaper advertisements, medicine,
passenger transport and hotel
accommodation.
5d. Dividend tax
The dividend tax rate is 15% (due to tax
treaties with various other countries, a
lower tax rate may apply)
The tax is withheld by the company that
pays out the dividends and pays it to the
tax authorities
The dividend tax withheld serves as an
advance tax payment on income and
corporate income tax.
5e. Wage and personal income tax is
addressed in chapter 8.
6. Labour

When hiring employees who perform most of their work in

the Netherlands, Dutch labour (tax) law will apply.

6a. Employment contract The final day of employment shall

There are different options for an employment coincide with the end of a calendar
contract. A contract can regard: month
an indefinite period of time If the employer gives notice to
a fixed term terminate, the term of full calendar
the performance of specific task months is in accordance with the
temporary employment. following overview:

Unless otherwise specified, the employment
contract is deemed to have been concluded for Years of service Notice period
an indefinite period of time. <5 years one month

Probationary period 5-10 years two months

None for an employment contract shorter
than six months
Two months for an employment contract
for an indefinite period of time
One month for a fixed term employment
contract with a term of six months but not
exceeding two years
Two months for a fixed term employment
contract with a term exceeding two years.
Notice to terminate
Both parties can instantly terminate the
contract during the probationary period or in
the case of instant dismissal for compelling
reasons. In all other cases, the employment
contract terminates as explained below:
For employees who are employed in the contract or by a notice to terminate
for an indefinite period of time: in
accordance with the statutory notice a term of one month if the contract
periods
If the employee gives notice to
terminate, the term is one full
calendar month, unless otherwise
stipulated in the employment
contract
10-15 years three months
> 15 years four months
For employees who are employed for a fixed
term, employment ends on the last day of the
period referred to in the individual employment
contract:
For employees performing a specific task,
employment ends when when the task
the employee was hired to perform is
completed
For employees who are employed to
carry out work of a temporary nature,
employment ends on the date mentioned
from the employer or employee, observing
exceeds six months.
6. Labour

6b. Salary & holiday allowance 6d. Healthcare insurance

Each employee receives an individual
salary paid in a gross amount per month
or four weeks. The employer is obliged
to deduct the necessary taxes and social
premiums.
Holiday allowance
Holiday allowance is 8% of (12x) the basic
monthly salary earned in the reference
period, excluding bonuses, overtime and
additional payments
In most companies, holiday allowance
payments are made in May. It is also
permitted to pay it monthly
When the employment contract is
terminated, the holiday allowance is
calculated on a pro rata basis over the
unpaid months.
Obligatory form of insurance against
medical expenses
All persons residing in the Netherlands
are obliged by law to take out healthcare
insurance
The healthcare insurance consists of
a basic package (determined by the
government), while supplementary
healthcare insurances on an individual
basis are also available
Often companies, in cooperation with
a health insurance company, offer a
basic package with a discount to their
employees.

Social premiums
The social premiums in the Netherlands
account for about 25% of the gross wage.
These premiums are an extra cost for the
employer and cannot be deducted from
the employees salary.

6c. Leave
Employees are entitled to 20 days of legal
holidays per year (for a full-time contract,
not including public holidays)
Public holidays: New Years Day, Easter
Sunday, Easter Monday, Ascension Day,
Whit Sunday, Whit Monday, Christmas Day
and Boxing Day, plus Kings Day, the day
on which the Kings birthday is celebrated
(27 April).
7. Office
space
Renting an office in the Netherlands/Amsterdam is easy,
affordable and flexible.

7a. Types of office space

Rental costs of office and industrial
space do not vary much throughout the
Netherlands (with some exceptions for
first-class locations)
Prices are competitive compared to other
Western European countries
A wide variety of business centres also
offers flexibility in terms of space, facilities
and rental periods. These offices share
services such as reception, office, meeting
rooms, restaurant/canteen etc. Offices can
be scaled up and down very quickly and
rental terms start at one month.

7b. Contract terms

Regular office space rental terms are
three to five years, with notice periods of
six to 12 months
Business centres offer very flexible rental
terms, starting at one month
Service costs will be charged per square
meter or a fixed amount per month
There are several information sources
where you can find available office space:
Funda: www.fundainbusiness.nl
RealNext: www.realnext.nl
An overview of available business
centres can be requested at
amsterdam inbusiness.
8. personal
matters

8a. Opening a personal bank account This results in a maximum (effective) tax rate of
approximately 36.4%. This tax-free allowance
Required documents: is considered a compensation for the expenses
Passport or identity card that an international employee has by working
Tenancy agreement or other official proof outside his or her home country. To be eligible
of address for the 30% ruling the following conditions
Social security number must be met:
(burgerservicenummer, BSN)
For non-EU members, a residence permit The employee works for an employer
or proof of registration at the Immigration liable to withhold Dutch payroll tax on the
and Naturalisation Service (IND). employees salary
The employer and employee have to
8b. Personal income tax agree in writing that the 30% ruling is
For income tax, there are three different applicable
taxable incomes, each of which falls into The employee has to be transferred from
a so-called box. Each box has its own tax abroad to a Dutch employer, or has to
rate: be recruited from abroad by a Dutch
Box 1: taxable income from work and employer
home (progressive rate up to 52%) The employee has not resided within 150
Box 2: taxable income from substan- km of the Dutch border for 16 months
tial shareholding (fixed rate of 25%) or longer in the last 24 months prior
Box 3: taxable income from savings to the start of their employment in the
and investments (fixed rate of 30% Netherlands
on a fixed return of 4% (effectively The employees taxable salary (roughly
1,2% of the value)) the gross salary reduced with the tax-free
Each form of income is taxed in one reimbursement under the 30% ruling) is at
box only (no double taxation) least 35,770 per year
The Netherlands offers a special tax The employee needs to have expertise
regime for expatriates, the so-called that is scarcely available in the Netherlands
30% ruling, which provides a substan- Without a 30% ruling, certain costs can be
tial income tax exemption (up to reimbursed tax free as well. This includes
30%) for a period of up to 96 months. international school fees, relocation
expenses and a moving allowance up to a
The 30% reimbursement ruling is a tax certain limit.
advantage for international employees working
in the Netherlands. If a number of conditions
is met, the employer is allowed to grant a tax-
free allowance amounting to 30% times 100/70
of the gross salary subject to Dutch payroll tax.
9. grants and
incentives
9. Grants and incentives
The Dutch Government often supports
initiatives through grants and incentives that
contribute to the future of the competitiveness
and sustainability of the Netherlands. Below
you will find the key areas for these subsidies.
Dutch top sectors
The Netherlands is renowned for its top
sector policy, through which it excels globally.
This includes the following sectors: high-tech
materials & systems, agri-food, water, energy,
horticulture, chemicals, creative industries,
logistics and life sciences. The government
offers priority to subsidise these sectors to help
them remain competitive in the future. Lots of
these grants are related to innovative activities,
supporting entrepreneurship, sustainable
development and environmental activities.
Most of them are of a temporary nature.
The group of top sector grants includes a Food
Research programme for SME firms, which
provides grants for feasibility projects (50%),
industrial research (45%) and/or experimental
development (35%). There are also several
schemes in the chemicals top sector, linked to
public-private partnerships with grants varying
from 33% to 80% and a duration of four to five
years.
Innovation and entrepreneurship
Beside the top sectors, the R&D Promotion Act
(WBSO) also aims to stimulate innovation in
business.
WBSO: Tax incentive of 11 for
each R&D hour
The WBSO provides a reduction of payroll tax
and social security contributions in respect
to R&D employees. This contains the R&D
deduction of 35% (50% for a start-up) of the
first 200,000 in R&D wage costs and 14%
for the remaining surplus. The R&D activities
focus on the development of technologically
innovative products, processes or software,
on technical research or on the analysis of the
technical feasibility of your R&D work.
RDA: General tax facility to reduce
R&D costs
Companies may deduct more than 60% (2015)
of their investments from the corporate income
tax through the Research & Development
Allowance (RDA). This concerns investments in,
amongst other things, the rental of equipment,
purchase of materials and investments in a
laboratory.
Innovation box: Effective tax rate
of 5%
Furthermore, with regard to R&D, companies
can benefit from an effective corporate income
tax rate of only 5% for R&D income through
the Innovation box.
MKB+: Alternative to bank financing
with flexible repayment
The SME Innovation Fund (MKB+) consists
of several pillars such as 1) the Innovation
Credit, which is used to stimulate development
projects for which businesses cannot raise
sufficient funds in the capital market.
9. grants and
incentives

This risk bearing loan contains a funding of
35% for SME companies or 25% for SME+
companies of the allowable project costs,
up to a maximum of 5 million. 2) The
SEED Capital scheme provides credit with
a flexible repayment schedule to emerging
technology and creative entrepreneurs through
participations by investment funds.
Sustainability and environment
The Dutch government allows companies to
deduct a certain percentage of the investment
from their taxable profit. Businesses that invest
between 2,300 and 309,693 are eligible
to claim the small-scale investment allowance
(KIA) for up to 28% of all their investments. The
precise total depends on the amount invested.
EIA: A tax relief programme for
sustainable energy
You can also deduct investments in energy
saving equipment and durable energy (Energy
Investment Allowance) for a percentage of
41.5%.
other sustainable subsidies
SDE+ is another grant related to sustainability.
It provides subsidies for the production of
sustainable energy. As such, there is a selection
of European grants that belong to this area,
such as Eco Innovation (grants covering up to
50% of the eligible project costs), LIFE+ and
TEN-E.

MIA/VAMIL: tax relief schemes for

environmentally friendly investments
Investments in environmentally friendly
business assets through the environmental
investment allowance (MIA) are deductible to
a maximum of 36% of the investment from the
corporation tax. Its also possible to randomly
depreciate environmentally friendly business
resources up to 75% of the book value in the
first year (VAMIL).

We look forward to welcoming you to

Amsterdam!
 The official foreign investment agency
of the Amsterdam Metropolitan Area,
amsterdam inbusiness, provides free,
active support and independent advice
to organisations planning to invest or
settle in the region.
Customised solutions
By combining your data with ours,
we can provide you with relevant
information for your organisation. Our
services for organisations planning to
set up in the Amsterdam Area include:
Market intelligence: providing specific data on
markets, industries and sectors in, for example, ICT,
financial services, media, advertising, life sciences,
food, gaming, aerospace, logistics etc.
Investment climate: providing information about
the Dutch tax climate, incentives, legal & regulatory
framework and labour market. Developing
independent benchmark reports on salary levels,
office rent, cost of living etc for your European
location study and/or supply-chain study
Fact-finding visits: tailor-made fact-finding
programmes for information about the fiscal climate,
the market, the availability of talent, the business
climate, the quality of service providers and the
availability of office locations
Legal & tax advice: organising free introduction
meetings with internationally-oriented business
service suppliers to elaborate on legal and fiscal
structures that meet your current and long-term
needs
Talent: tapping into the labour market via
introductions to recruiters and/or networks and
communities of professionals
Business & partner networks: introductions to
strategic partners, business networks/associations,
knowledge institutions, tax authorities, governmental
agencies and, if possible, potential clients
Relocation support: assistance in search and selection
of temporary, flexible and permanent office space
including site visits
Support for international staff: apartment search
for expats (short stay/long stay), introductions to
international schools, expat clubs and referrals to
doctors, dentists, accountants etc.
amsterdam inbusiness
in brief
amsterdam inbusiness is the official foreign
investment agency of the Amsterdam Metropolitan
Area (Amsterdam, Amstelveen, Almere and
Haarlemmermeer). amsterdam inbusiness assists
foreign companies with the establishment and
expansion of their activities in the Netherlands. We
can help you create a convincing business case for
setting up in the Amsterdam Area by offering practical
advice and relevant information. And its all free, strictly
confidential and without any hidden agenda.
Our commitment does not end once you have set up
an operation in the Amsterdam Area. We strive to build
a long-term relationship in order to be supportive in
any phase of development of your company.
Considering setting up your business in the Amsterdam
Area? Dont hesitate to contact us. We look forward to
welcoming you to Amsterdam!
Contact us
info@amsterdaminbusiness.com
www.amsterdaminbusiness.com
Amsterdam
PO Box 2133, 1000 CC Amsterdam
Telephone: +31 (0)20 254 5045
amsterdam@amsterdaminbusiness.com
Almere
PO Box 200, 1300 AE Almere
Telephone: +31 (0)36 539 9487
almere@amsterdaminbusiness.com
Amstelveen
PO Box 4, 1180 BA Amstelveen
Telephone: +31 (0)20 540 4423
amstelveen@amsterdaminbusiness.com
Haarlemmermeer
PO Box 250, 2130 AG Hoofddorp
Telephone: +31 (0)23 567 6135
haarlemmermeer@amsterdaminbusiness.com
 Amsterdams Expatcenter cuts through the
bureaucratic red tape for the Amsterdam
Metropolitan Areas growing number of
international companies and their migrant
employees. Since its opening in 2008,
the Expatcenter has proved to be very
successful with hundreds of international
companies making use of its streamlined
procedures.
Serving international
businesses and their
employees
Two government agencies in the Amsterdam
Metropolitan Area jointly assist international companies
and their staff. Amsterdam inbusiness is the official
foreign investment agency that assists companies with
the process of establishing a branch or subsidiary in the
Amsterdam Area. The Expatcenter serves highly skilled
migrants making the move to Amsterdam, as well as the
businesses bringing highly skilled migrants to the region.
What the Expatcenter
can do for you
The Expatcenter services international companies
across the Amsterdam Metropolitan Area
Cooperating with the Dutch Immigration and
Naturalisation Service (IND), the Expatcenter is a
one-stop shop for international companies and their
employees
Employers can use the Expatcenter to initiate
residency applications before a new employee even
arrives in the Netherlands
Fast-track services mean qualifying expats can
begin work as soon as two weeks after their
employers have submitted their application to the
IND
Following an agreement with the Dutch Tax
Department in 2011, applications for the
employees 30% tax ruling can now be made via the
Expatcenter
The Expatcenters website,
www.expatcenter.com, contains a wealth of useful
information for employers as well as for expats.
One-stop shop
for employees
Amsterdams appeal lies in its rich cultural heritage,
creative culture, commercial dynamism and high quality
of life. Ultimately, however, the citys greatest asset is its
people, a healthy and growing percentage of whom
are international.
The Expatcenter was one of the first Dutch schemes
to cut the red tape for expats, drastically streamlining
relocation procedures and helping them settle in. Eight
years later, the Expatcenter offers a comprehensive
range of services. Firm partnerships with banks and
childcare providers, relocation companies, lawyers,
language schools and more mean the Expatcenter has
the tools to make an expats first few months a little
smoother because the first step of a journey doesnt
have to be the most difficult one.
Together with its partners from the I amsterdam portal
site, the Expatcenter continues to expand its digital
support for Amsterdams international community, both
practical and pleasurable. Welcome to Amsterdam!
Contact us
expatcenter@amsterdam.nl
www.expatcenter.com
+31 (0)20 254 7999
Or visit us at:
World Trade Center Amsterdam
F-Tower, second floor
Strawinskylaan 39
1077 XW Amsterdam
Opening hours:
Monday-Friday 09.00-17.00