Doing business

Netherlands

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Setting up a company | FDI in figures | Why you should choose to invest | Procedures relative to foreign investment | Finding assistance for further information

Setting up a company

Types of companies and capital (max/min)	Number of partners/shareholders and liability
The BV (Belosten Venoostschap met beperkteaansprakelijkhei) is a Private Limited Company. Minimum capital: 18,000 EUR. Up to 20% must be subscribed.	One or more. It can be constituted of several legal entities or individuals, and 1 shareholder for a BV proprietorship Liability of each partner is limited to the amount of capital contributed.
The NV (Naamloze Vennootschap) is a Public Limited Company. 45,000 EUR at least. 20% should represent the subscribed amount and 25% the amount released at the incorporation	One or more Liability is limited to the amount of capital contributed.
The VOF (Vennootschap Onder Firma) is a general partnership. No minimum capital.	Minimum 2 partners. Partners' liability is joint and several.
CV (Commanditaire Vernootschap) is a limited partnership. No minimum capital.	Minimum 2 partners. 2 types of partners: active partners and sleeping partners. Active partners have an unlimited liability, notably corporate management. Sleeping partners have a liability limited to the amount contributed.
Bijkantoor is a branch. No capital is required, if the branch is registered with the Trade Register .	No legal entity, it depends on the status of the parent company. The parent company is liable for actions carried out by the branch except for management which is limited, joint and several.

Business setup procedures

Setting up a company	Netherlands	OECD
Procedures (number)	6.0	5.6
Time (days)	8.0	13.8

Source: Doing Business.

For further information: Consult Doing Business Website, to know about procedures to start a Business in Netherlands.
Trade Register
The competent organization: the Trade Register.

FDI in figures

Foreign Direct Investment	2008	2009	2010
FDI inward flow (millions USD)	-7,621	34,514	-16,141
FDI stock (millions USD)	638,801.1	659,305.2	589,825.4
Performance Index*, ranking on 141 economies	140	54	-
Potential Index**, ranking on 141 economies	13	-	-
Number of Greenfield investments***	173	155	-
FDI inwards (in % of GFCF****)	-4.3	12.0	-
FDI stock (in % of GDP)	73.2	75.3	-

Source:

Note: * The UNCTAD Inward FDI Performance index is based on a ratio of the country's share in global FDI inflows and its share in global GDP. ** The UNCTAD Inward FDI Potential index is based on 12 economic and structural variables such as GDP, foreign trade, FDI, infrastructures, energy use, R&D, education, country risk. *** Green field investments are a form of foreign direct investment where a parent company starts a new venture in a foreign country by constructing new operational facilities from the ground up. **** Gross fixed capital formation (GFCF) measures the value of additions to fixed assets purchased by business, government and households less disposals of fixed assets sold off or scrapped.

Why you should choose to invest the Netherlands

Strong points: The Kingdom's strong points are highly developed communication and transport infrastructures, a skilled, productive and multilingual labor force, a strategic geographical location which is a gateway towards major European markets, a stable political and macro-economic environment and a very developped financial sector.
Weak points: The country's weak points are the high cost of labor, the limited domestic market, relatively complicated legislation, a cumbersome administrative system and a structurally faulty road infrastructure.
Government measures to motivate or restrict FDI: The Dutch economy is amongst the most open in the world. Since January 2007, the Dutch taxation environment for international companies has become even more attractive. The company taxation rate has dropped well below the European Union average. The whole of the government measures can be referred to on the Netherlands Foreign Investment Agency website.
Bilateral investment conventions signed by the Netherlands: The Netherlands has signed IBOs with a large number of countries. You can consult the list on the UNCTAD's website.

Procedures relative to foreign investment

Freedom of establishment: Guaranteed.
Acquisition of holdings: 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.
Obligation to declare: No specific text of law regulates foreign direct investments. Their regime is adjusted the refine applied for national investments.
Competent organization for the declaration: Dutch Ministry of Finance
Requests for specific authorizations: Not needed.

Finding assistance for further information

Investment aid agency: Netherlands Foreign Investment Agency
Netherlands Foreign Trade Agency
Other useful resources: Dutch Ministry of Economy