What issues should I consider in order to set up and develop 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.

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:

• Private limited company (BV)
• Public limited company (NV)
• Association (Vereniging)
• Cooperative(Coöperatie)
• Foundation (Stichting)

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 .

business.gov.nl/guides-for-doing-business/starting-a-business-or-carrying-out-an-assignment/general-guide-for-starting-a-business-in-the-netherlands/

The Chamber of Commerce (KvK) has an English language section on its website which provides comprehensive information about setting up and developing a business in the Netherlands. You can also take advantage of the KvK’s Advice Team to speak with a free advisor.

The Netherlands Enterprise Agency (RVO) helps start-ups with grants, finding business partners, know-how and compliance with laws and regulations.

The Startup Officers Network comprises officers who work for ministries, large municipalities, provinces and other government organisations and who serve as points of access for start-ups who want to cooperate with the government.

For information on the Dutch government supports for innovating and ambitious businesses see:

www.government.nl/topics/enterprise-and-innovation/the-government-supports-entrepreneurs

www.government.nl/topics/enterprise-and-innovation/supporting-ambitious-entrepreneurs-and-startups

You can find the forms related to this topic on the KvK’s website.

• Debtors can be granted a six month statutory grace period for paying back their debt. This has to be done by the court.  Keep in mind that the court doesn’t always grant this. During that time creditors cannot claim any money or confiscate any goods. If you cannot to pay your debts any more and you have an Eenmanszaak or are partner in a partnership , 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.

Closing down

You have to report the end of your business 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.  For more detailed information about closing your business check the website of the KvK.

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:

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. More  of  the information about the requirements from the the Chamber of Commerce (KvK) to register as an entrepreneur are available on the website of the government.

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. A checklist of what you need to do when starting your own business is available on https://business.gov.nl/starting-your-business/checklists-for-starting-a-business/how-to-start-a-business-in-the-netherlands-a-checklist/

You should register with the Chamber of Commerce:

• No later than one week after starting your business; OR
• One week prior to starting your business; OR
• 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.

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 usually issued by the municipality or the provincial authorities.

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..

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.

You can have your foreign credentials evaluated by IDW (International Credential Evaluation)

Memberships

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.