How can I choose the legal form or business structure for my company?

In order to make a decision on which legal form your company will take you will have to consider issues such as:

  • Will you be the only owner of the company?
  • Will you work with partners?
  • Will the company have stakeholders or financial partners?

Business with partners (unincorporated business structure) 

If you want to start a business with other self-employed individuals there are three options:

  • General partnership (VOF)
  • Limited partnership (CV)
  • Professional partnership (Maatschap)

General Partnership (VOF) and Professional partnership (Maatschap) will be merged into one entity called “partnership “.

More information about this change is available on https://business.gov.nl/amendment/difference-professional-partnership-general-partnership/   It is not yet known when this change will come into force as both the House of Representatives (Tweede Kamer) and Senate (Eerste Kamer) still need to approve the proposed change.

For more detailed information about several entities, have a look at the government website for entrepreneurs.

Incorporated business structures 

Incorporated business structures are legal entities because they require a legal form in the shape of notarial deed. There are five different types:

For more detailed information about several entities, have a look at the government website for entrepreneurs.

 

Sole proprietorship

A Dutch eenmanszaak  (sole proprietorship) is a legal structure in which you alone are responsible and liable for the company. Many starting entrepreneurs choose the eenmanszaak as their legal structure. You can find more information about this legal structure on the website of the government .

 

What are the fundamental requirements that I will need to comply with in starting a business?

The Chamber of Commerce (KVK) has created a guide in English to help you starting your own business. Below we have summarised the most relevant information. https://www.kvk.nl/english/starting-a-business-in-the-netherlands/

The goverment has an English website,  providing answers to the many questions related to starting a business in the Netherlands.

 The Citizen Service Number

You need to have a Citizen Service Number (BSN) issued by the municipality in which you reside. The BSN is used by all public organisations in your dealings with them.

Business plan

Providing a business plan is one of the prescribed criteria for entrepreneurs who are not EU, EEA and Swiss nationals and wish to begin their own business in The Netherlands.

Company Name

Choosing a good company name for your company is very important but not easy. A few tips:

  • Your business name should fit you and your company, now, but also in the future.
  • It is best if the company name is short, to the point, easy to remember and to search on the internet.
  • Make sure that your company name is unique and does not already exist as brand or domain name. Check in the Commericial Register. You search for existing names/brands under “Handelsnaam”.
  • Be alert to cultural sensitivity and inappropriate or silly words in Dutch. Think about how the name sounds in English and other languages should you ever consider taking your business abroad.

Find out more about how to choose a business name on the KvK’s website:

 Legal Form

Entrepreneurs in the Netherlands have to choose a legal form for their business. That applies also to self-employed professionals and freelancers. The choice will determine, for example, liability and tax obligations.

 Types of legal forms

There are legal forms with and without corporate (legal) personality. An important difference is that forms without corporate (legal) personality involve debt liability for both the company assets and your private assets. For legal entities liability is tied solely to company assets. Visit the question different types of legal forms to get more detailed information on this topic.

What issues should I consider in order to set up and develop a business?

Once you fulfil the conditions for residence it is good to get  acquainted with the legal requirements for setting up a business in the Netherlands.

Informing yourself about the Dutch economy, business climate, regulations and practices  in which you want set up your business is  important. So is market research, for orientation about your future place in the complex business mosaic.

Then you need to develop a business plan and prepare for fulfilling the administrative prerequisites to make  your business idea a reality.

A business plan is a requirement for non-EU/EEA/Swiss nationals. Even when legally not required, it helps you to identify areas of strengths and weaknesses. Banks require a business plan for granting loans.

You will need to consider issues such as checking if you require specific professional qualification, selecting a legal form for your business, choosing a trade name, taxation and insurance, employment laws and registering at the Chamber of Commerce.

There are  institutions and organisations that provide useful information for your market research:

Central Bureau of Statistics

The CPB Netherlands Bureau for Economic Policy Analysis regularly reports about the Dutch economy and provides forecasts. Only a limited number of publications is also available in English. Most publications are only in Dutch.

Half-yearly Economic Developments and Outlook is published by the Dutch central bank DNB:

If you prefer , there are also many business consultants and market research firms that can help you during this phase.

How to apply for a self-employed residence permit?

If you require an Provisional Residence Permit (MVV visa Machtiging tot Voorlopig Verblijf) you must file an application at the Dutch embassy or consulate in your home country or in a country where you are legally residing.

If you need to apply just for a residence permit, you can wait until you arrive in the Netherlands. You can apply by making an appointment at your regional IND desk. You can also apply prior to your arrival if you want to start work as soon as you arrive.

More information is available on the website of IND

If you are applying for the start-up visa, you do not require an entry visa (MVV) regardless of your nationality, provided all the requirements for residence are met. More information is available on the website of IND.

 

 

 

 

 

What is the Start-up visa? And can I apply for it?

The Netherlands has a start-up program for non-EU entrepreneurs who intend to start an innovative business in The Netherlands.

The facilitator plays an important part, but the entrepreneur is the one who takes an active role in the development of the business. The Netherlands Enterprise Agency (RVO) grants the status of facilitator based on certain criteria.

For more detailed information consult the following links:

Residence permit for start-ups

IND- start-up visa

Government- supporting start-ups

Government- residence permit for foreign start-ups

 

 

Can I renew a residence permit for entrepreneurs?

A residence permit for entrepreneurs is valid for two years. Renewal is straightforward, provided you meet the initial conditions, and:

  • your business is still active
  • you still earn sufficient income
  • your personal situation did not change
  • you did not apply for unemployment benefits
  • you were not charged with any violation of the law

With this residence permit you are exclusively allowed to work for your own enterprise. If you take up any other form of work/employment, you need to apply for a separate work permit (TWV tewerkstellingsvergunning)

Please check with the IND for more information.

As a foreigner, am I entitled to start a business in the Netherlands?

Yes, as a foreigner you can start your own business in the Netherlands, or bring your business from abroad. There are certain conditions that need to be fulfilled, the primary being legal residence, and ‘permission’ to work in the Netherlands. This differs to the ‘Start-up Visa‘ through which a resident permit is related to the business brought to the Netherlands.

Legal residence – condition number one

Legal residence is always the basic requirement, which may mean obtaining a residence permit, and often also an entry visa/permit.

The type of enterprise (legal form): whether a one-man business, a Dutch private limited company (BV), or a branch-office of a foreign company, makes no difference when it comes to residence requirements. The rules do not differ either if you start an enterprise shortly after arriving in the Netherlands, or after having been employed in the Netherlands for some time.

The law on residence differs for EU/EEA citizens and those of other countries.

Citizens of EU states, Iceland, Liechtenstein, and Norway (known as the European Economic Area states, EEA) and Swiss citizens do not need a residence permit to enter, stay, live and work in The Netherlands. Passport or ID card are sufficient proof of rightful stay.

Citizens of other countries intending to stay longer than 90 days usually need an entry permit, (MVV), and a residence permit, issued by the Dutch Immigration Authority, IND, (Immigratie en Naturalisatie Dienst), the authoritative source on residence permits.  The information is available on their website: 

IND website: ind.nl/en/work/working_in_the_netherlands/pages/self-employed-person.aspx

Also: business.gov.nl/regulation/residence-permit/

MVV –provisional residence permit

Non-EU/EEA or Swiss nationals, who want to stay in the Netherlands for more than three months will typically require a Dutch residence permit. Unless exempt, an entry permit (MVV) is also required, as well as an integration exam beforehand.

More information about the MVV is available on https://ind.nl/en/pages/mvv.aspx