Dutch legal business structures
What are the steps to start my own business in the Netherlands?
Registration with the Dutch Chamber of Commerce (KvK Kamer van Koophandel)
Before you are allowed to start your business operations you must register your enterprise in the Dutch Trade Register at the Chambers of Commerce (KvK). Registrations in the Trade Register are public.
All entrepreneurs are required to register with the Chamber of Commerce (KvK). You qualify as an entrepreneur if you supply goods or services independently with the intention to make profit.
Self-employed without personnel (ZZP) and freelancers also have to register if their business satisfies the criteria for an enterprise. If unsure about whether you need to register your business contact the KvK.
You need to choose the legal form of your business before registering it at the KvK.
You should register with the Chamber of Commerce:
- No later than one week after starting your business;
- One week prior to starting your business;
- Earlier, in which case, the registration (with Chamber of Commerce registration number) will become official one week before the start of your business.
There is a registration fee that cannot be paid in cash.
You can register at the KvK by filling in an online form before you make the necessary appointment that will complete your registration procedure. At the appointment you will receive your KvK registration and VAT number. The appointment can be made online or by telephone.
In principle there is no need to register separately with the Dutch tax office (Belastigndienst) as that is automatically achieved when registering with the KvK. You will receive a VAT-number (btw-nummer) and a KvK number (identification number for legal entities and associations). If you are unsure whether the registration with the Dutch tax office has been done, we suggest you to check it with the KvK officer.
You do need to register separately with the Tax Authority (Belastingdienst) if you are starting a business as a limited company (BV) or a foundation (Stichting), because different criteria are used to establish whether you are an entrepreneur for VAT or income tax purposes.
Licences and Permits
Most businesses operate without permits or licenses, but for some, like the catering business, transport, or a taxi firm, a license is needed. If your products or business operations affect the environment an environmental permit may be required.
Permits and licenses are issued by the municipality or the provincial authorities.
Some sectors require registration with an industry board or a product board. Registration is a statutory requirement, based on the Act on Business Organisations.
Regulated professions and professional competence requirements.
A diploma or permit is usually not needed for starting a business in The Netherlands. There are, however so called regulated professions and professions subjected to professional competence requirements.
A regulated profession is one you can practice only if you meet the professional qualifications established by law. The legal profession is a typical example. The list is long and can be checked here:
Professional competence requirements apply to professions, such as: personnel in healthcare and child care, architects and town planners, financial service providers, bailiffs, bus and lorry drivers, driving instructors, crew of seagoing vessels, security guards and other.
European agreements on mutual recognition of diplomas enable access to regulated professions in member states. The Netherlands Organisation for International Cooperation in Higher Education, Nuffic, can inform you about the status of your national diploma in the Netherlands and possible access to a Dutch regulated profession. Visit the Nuffic website for further information: www.nuffic.nl/en/diploma-recognition/recognition-of-your-profession-in-the-netherlands
You can also have your foreign credentials evaluated by IDW (International Credential Evaluation): www.idw.nl/en/
See comprehensive information at: business.gov.nl/regulation/professional-qualifications/
For some businesses/professions it is advisable to register at, or become member of an umbrella organisation. For example, tourism.
A tour operator will find it hard to attract customers without registration at the General Dutch Association of Travel Agencies, (ANVR), which prescribes travel and booking terms conditions, or membership of the Travel Guarantee Fund Foundation (SGR) which guarantees repayment in case of default of the tour operator. Over the years both memberships have become almost a necessity.
How do I terminate/dissolve my company?
For various reasons the time may come, or you may decide to stop with your business. You may wish to close down or sell, or find yourself facing bankruptcy. It is also good to know what happens in case of your death, or succession within the family.
When closing down or selling you will need to settle your debts, follow the rules on dismissal if you have employees and you will have to file a final tax return.
- As of 1 April 2017 debtors are granted a six month statutory grace period for paying back their debt. During that time creditors cannot claim any money or confiscate any goods. If you are no longer able to pay your debts and you have an Eenmanszaak or are partner in a partnership (maatschap or vennootschap), you are personally liable for your business’s debts. You can appeal to your municipality for debt restructuring. If this fails you can appeal to a court for debt restructuring. For more information: business.gov.nl/regulation/debt-restructuring/
- If you have employees you are expected to follow dismissal procedures. There are various dismissal procedures that you should familiarize yourself with.
- Finally, you will have to file a final tax return. Settling your tax obligations may vary depending on how/why the business is being terminated, whether it is closing down, being sold, or whether it is an issue of family succession or death or divorce.
If you are closing down your business you need to report that to the Chamber of Commerce (KvK) which will pass on the information to the Belastingdienst (tax office). They will send you a written confirmation. In case you do not receive it, you need to inform them yourself.
You must also:
- close the accounts of your discontinued business
- file the annual reports and accounts up to and including the cessation date as soon as possible
- make a final calculation and submit a final VAT return
You need to send in final tax returns for all relevant taxes, such as income tax, VAT or any other type of tax. If you have built up a retirement reserve, you need to settle that with your income tax. If you withdraw goods from your business for private use, you must pay VAT on these goods.
Selling your business
If you transfer your business (or a part of your business), you must calculate the discontinuation profit (stakingswinst) and pay income tax on that amount. As well as being relevant for income tax, wage tax and VAT purposes, selling your business may also have capital gains tax consequences or affect social insurance benefits.
For further details visit the Dutch government website:
If you are no longer able to pay off your debts, then another procedure applies:
You can petition the court to be declared bankrupt. You can do that for yourself or for the company you represent. You do not need a lawyer to submit the application to the court.
If you have two or more creditors, they can file for your bankruptcy through a lawyer.
All your assets are seized in a bankruptcy. Depending on the legal form of your business, you may also be declared personally bankrupt.
If the court declares you or your company bankrupt, it will appoint an official receiver. That will be the only person allowed to administer your company from the day that you have been declared bankrupt. The receiver can sell your assets and divide the proceeds among your creditors. The receiver can decide whether you have to stop your work at once or at a later moment in time. The receiver can also give permission for certain activities you are allowed to do., for example, concern selling, concluding contracts or paying or collecting bills.
For further details visit the Dutch government website:
Can I change the legal form of my company?
Yes, although changes in the legal form have fiscal and administrative consequences. They need to be reported to the tax authorities and the Chamber of Commerce and may entail application for new municipal license.
You can find the forms related to this topic on the KvK’s website: