Setting up a Dutch payroll company

Permits payroll company in The Netherlands

On the basis of the law, a so-called Waadi (Labour Allocation by intermediaries Act) registration is mandatory, which means that the provision of the employees must be registered in the Commercial Register. This requirement applies both to companies that provide labour on a commercial basis (such as a payroll company) and to companies that provide non-commercial labour.

When do I provide employees?

In order to determine whether you provide employees as defined in the law, the following three elements are important:
– There is an enterprise that makes provides employees to another company;
– The enterprise providing the employees are reimbursed for this by the enterprise to which the employees have been provided;
– The provided employees operate under the supervision and direction of the enterprise to which they have been provided.
If the above requirements are met, there is a provision of employees and it is mandatory to register this activity in the Commercial Register.

Open a G-account

In addition, having a so-called G-account is mandatory. A G-account is a special bank account, where the borrower deposits the money for the expected costs of payroll taxes and/or VAT. The borrower can then limit his risk to the amount he deposits into the G account. This bank account can only be used to pay payroll taxes and VAT to the Tax Office.

Frequent customer demands
SNA-Hallmark

Labour contractors will often ask if you as a payroll company have a so-called SNA label. The Foundation for Labour Standards (SNA in Dutch) issues this mark to payroll companies that provide employees and meet the conditions. The label is specifically designed to prevent fraud and to reduce the risks for both borrowers and contractors. The SNA checks twice a year, but if they have a valid reason, this can be increased to four checks a year.

Safety & Certification

In order to ensure the safety of the provided employees, clients will often require you to have a VCA certificate. This certificate gives an indication that the payroll company that provides the employees considers it important that their employees can carry out their work safely and healthily and want to invest in it on a structural basis. Once you have obtained a VCA certificate, it is valid for three years, then a recertification must take place if you want to have another VCA certificate. This certification is particularly relevant for workers active in construction or maintenance work on construction sites.
Both the SNA mark and the VCA certificate are not required to set up a payroll company. On the other hand, it is advisable to have both, as many of your (potential) customers will not want to work with you otherwise.

Immigration natural persons

In addition to meeting the legal requirements of the payroll company as a legal entity, it may also be possible that you as a natural person have to meet some legal requirements, should you intend to run your company from the Netherlands. For EU citizens, this usually involves a few complications, due to the free movement of persons. For residents of countries outside the EU, a residence permit must be applied for through the Immigration and Naturalisation Service (IND). PLEASE NOTE: we do not make any applications from CompanyNL to or through the IND that relate to a stay, we can only put you in contact with a migration lawyer.
It is also important that there is a scarcity of people with this specific knowledge when recruiting migrants from outside the EU for their specific knowledge. It is therefore extremely important that it is determined in advance that there is a local scarcity with regard to workers with the required specific knowledge and that the hired labour migrant actually has this knowledge.

Changing legislation

In 2020, new legislation has come into force to reduce the gap between flexible working and permanent work. The government hopes to achieve this by taking measures that should make a fixed contract less ‘fixed’ and to make flexible working less flexible. Some reasons for this are the calculation of (financial) risks by employees instead of looking at the nature of the work and making a fixed contract more attractive. These measures will also aim to make flexible working less attractive so that fixed contracts are more likely to be chosen.
Some examples of measures arising from the Labour Market in Balance Act (Wet DBA) are facilitating the dismissal of employees and expanding the rights of payroll workers. Payroll workers were subject to the same, lighter rules as temporary workers, but have almost the same status as their own employees since 2020. Payrollers will have to be paid more, which makes this form of employment contracts less attractive. Laying off workers will be made less complicated by the introduction of the so-called cumulation ground. This means that one of the eight redundancies that apply under current law no longer has to be met, but a cumulation of circumstances – such as a disturbed relationship with and the dysfunction of the employee – can be sufficient grounds for dismissal.

Good advice

Before setting up a payroll company, it is wise to seek tax advice from an expert. Good tax advice can save you a lot of costs. Therefore, always contact a tax advisor before setting up a business.

Set up a Dutch investment fund

Dutch Hedge fund / Dutch investment fund / Dutch investment structure

Setting up a new company or expanding an existing company in the Netherlands or worldwide goes hand in hand with attracting the necessary investors. For a number of reasons, the Netherlands is a very suitable country to set up your investment structure. The Netherlands has a reliable network of banks, and it is also possible here to use the most efficient and most modern form of fund access and administration through blockchain. In addition to setting up and advising on the investment structure, CompanyNL can also provide Blockchain platform technology. Below you will see an explanation of the structure and fund management.

Blockchain fund management

Fund management includes fund access and administration. However, both of these are costly and time-consuming. Nevertheless, with the advent of Blockchain technology, fund management can be made much simpler and much less time-consuming.

What is Blockchain exactly? The commonly used definition of Blockchain is as follows: Blockchain technology is a joint general ledger distributed among the participants of an open or closed network to facilitate transactions without the need for a trusted third party. The collective character of the Blockchain general ledger deserves extra attention in this respect because it indicates the difference between the long-standing digital infrastructure and modern Blockchain technology.

By using Blockchain technology for fund management, there is no need for a third party for fund access and fund administration, with this significantly reducing annual costs and providing transparency for all participating parties.

Investment structure

The investment fund in the structure offers the possibility of separating the control and the economic ownership of the company if so desired. The legal form of the investment fund may be a Dutch Foundation. Access to your fund is very straightforward once the investment structure has been set up, and does not require the mandatory intervention of a Dutch public notary: you can simply access it online through Blockchain technology. The holding and operating companies may have any desired legal form you wish, e.g.: Dutch B.V. (a private limited company), N.V. (a limited liability company), Cooperative, or a legal form incorporated under foreign law.

The above structure makes investing in your company very accessible to investors. In addition, this investment structure offers flexibility for the company in the field of taxation and financial law. Our advisers will tailor the final structure and put it together optimally for your company. The whole principle behind this investment structure is that there is no licensing or registration requirement with the AFM (Dutch financial markets regulator) if the right conditions are met. Of course, you can also opt for a permit or registration requirement if that is what you would like.

If you have any questions and/or are interested in a Dutch investment structure for your Dutch or globally active company, please do not hesitate to contact us and ask for Jimmy Cox, our investment structure specialist.

Popular subsidy programs in the Netherlands

The Netherlands is one of Europe’s leaders in innovation. Both our fiscal and political climate provide the right and attractive circumstances for innovation. Our entrepreneurs, and especially SME’s are developing new products, processes, software and services. In the Netherlands, we have access to several funding schemes on a national, European and global level that stimulate R&D, investments in sustainability, international business and social projects.

Popular funding programs

These are the most commonly used national and international funding schemes that entrepreneurs located in the Netherlands make use of to finance and accelerate their projects:

National projects and investments

  • The fiscal WBSO-program offers a reduction in wage tax based on the number of hours you put in R&D.
    • Funding: average € 29/hr
    • Percentage: 32-40% (2021: 40-50%)
  • The MIT-program stimulates feasibility studies, contracted research and R&D collaborations between at least two independent Dutch SME’s.
    • Funding up to: € 350.000
    • Percentage: 35-45%
  • The Eurostars offers funding to consortia of at least 2 SME’s from different countries that innovate products, processes or software with a potential rapid market introduction.
    • Funding: € 500.000 (for Dutch partners)
    • Percentage: 35-45%
  • The SLIM and MKBidee (SME Idea) stimulate learning and development initiatives of current and future workers in SMEs
    • Funding: € 25.000 – € 500.000
    • Percentage: 60-100%
  • The EIA and MIA are fiscal programs that offer an extra tax reduction based on investments in sustainability
    • Funding: up to 10% of the investment
  • The ISDE and SDE support investments in renewable energy.

European R&D-projects

  • Small and medium enterprises can make use of the EIC-instrument for scaling up their innovative business.
    • Funding R&D-projects: € 2 mln
    • Percentage: 60%
  • The Fast Track to Innovation (FTI) program stimulates high risk – high gain disruptive innovation projects. These projects are executed by at least 3 different companies from different EU countries.
    • Funding: € 3 mln
    • Percentage: 70%
  • Eurostars funding is for market-oriented innovation that is being jointly developed by at least two SME’s from different European countries.
    • Funding for Dutch partner(s): € 500.000
    • Percentage NL: 35-45%
  • The Horizon Europe funding program contains multiple calls for innovations in specific thematic area’s in which research and development is done in a consortium of at least three different partners from three different EU and partner countries.
    • Funding between € 2 mln en € 15 mln
    • Percentage: 60-80%

Global export projects

  • DHI: funding for researching new market opportunities in different countries and for demonstrating your product in order to convince local clients to invest.
    • Funding: € 200.000
    • Percentage: 50%

Get started with your application

If you want to make use of the provided funding, it is key to start with your application as soon as possible. You can always contact us to discuss your project, help you find the right partners and write a successful application for you.

Curious about your opportunities?

At CompanyNL we can help you with research into matching funding schemes, grant application, administrative support and a critical review or drafting of a business plan.

Contact us for more information

 

The importance of a well-drafted employment contract

At the outset, establishing an employment contract seems straightforward, but is not that simple. This is because the contract consists of a number of different elements that must be met if one actually wishes to speak of an employment contract. At the same time, a contract that is not intended by both parties as an employment contract can still be qualified as an employment contract.

An employment contract contains the agreements between the employee and the employer. This contract can be made in writing or verbally, but in order to be able to properly determine the rights and obligations, a written one is contractually wise.

An employment contract is the contract whereby one party (the employee) undertakes to perform work in the service of the other party (the employer) for pay during a certain period of time. This article contains three elements of the employment contract: work, pay and relationship of authority.

Work

The work to be performed can be almost any activity, mental or physical. Rest times or waiting for customers are also seen as work.

It is not important that work is carried out during the entire term of the contract, but if the contract does not impose any obligation to work on the employee, it cannot by definition be an employment contract.

Pay

Pay is the remuneration payable by the employer to the employee for the stipulated and/or performed work. It is not necessary for the existence of an employment contract to determine what will be due as pay. However, it must be established that a consideration will be provided.

Even if the parties have agreed that no pay would be due, the pay element can be brought into a contractual relationship by a collective labour agreement, a collective agreement declared universally binding or a government pay scheme.

In any case, the following may not be regarded as pay:

  • reimbursements for costs incurred such as travel and accommodation costs or clothing allowances;
  • benefits not stipulated by the employer, which are not in return for work and to which the employee is not automatically entitled, such as Christmas and New Year bonuses;
  • reimbursements or benefits from third parties such as tips;
  • statutory increase in pay as a penalty for late or incorrect payment thereof, damages, indemnifications and the like

 

Relationship of authority

The relationship of authority element indicates that the employee performs his work in subordination to the employer. The contracts to take on work and the contract to perform professional services lack this element.

The employee must perform his work in the context of his employment with the employer. He performs work under the supervision, authority and direction of the employer. The employer therefore runs the financial risk of the company.

In assessing this element, a judge will generally look at the individual’s independence and freedom, weighing up a multitude of factors. Examples given by the Supreme Court of these factors are:

  • the freedom of the person who carries out the work with regard to the organisation of work;
  • the nature of the reward;
  • the extent to which the person who carries out the work bears entrepreneurial risk;
  • continued payment for annual leave, sick days and days off;
  • the extent to which other activities are performed in addition to the agreed activities

 

Much case law has been published on these three elements. The interpretation of these terms is therefore not always unambiguous and will have to be assessed according to the circumstances of the case. In order to ensure a well-formulated employment contract in which your rights and obligations are established, it is therefore always important to have an employment lawyer or lawyer look at your contract.

 

We would be happy to put you in touch with an employment lawyer with experience in your sector.

VAT returns abroad

We take care of foreign VAT returns. An international VAT network is required in order to file a foreign VAT return or for foreign VAT registrations.

Would you like to know more about this? Then contact us directly!

We have an international VAT return network that is ready to provide you with quick advice or help you handle your foreign VAT return.

Foreign VAT return

We look after your foreign VAT return in the following countries:

VAT return Austria

In Austria, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Austrian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Austrian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Austria the threshold for distance selling for webshops is EUR 35,000. If your annual turnover in Austria exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Austria and file a VAT return in Austria.

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VAT return Belgium

In Belgium, a quarterly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Belgian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Belgian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with web shops differs per EU member state. For Belgium the threshold for distance selling for web shops is EUR 35,000. If your annual turnover in Belgium exceeds this threshold, or exceeded it last year, you will need to register for a VAT number in Belgium and file a VAT return in Belgium.

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VAT return Bulgaria

In Bulgaria, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Bulgarian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Bulgarian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Bulgaria, the threshold for distance selling for webshops is BGN 70,000. If your annual turnover in Bulgaria exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Bulgaria and file a VAT return in Bulgaria.

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VAT return Croatia

In Croatia, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Croatian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Croatian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Croatia, the threshold for distance selling for webshops is HRK 270,000. If your annual turnover in Croatia exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Croatia and file a VAT return in Croatia.

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VAT return Cyprus

In Cyprus, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Cyprian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Cyprian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Cyprus, the threshold for distance selling for webshops is EUR 35,000. If your annual turnover in Cyprus exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Cyprus and file a VAT return in Cyprus.

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VAT return Czech Republic

In the Czech Republic, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Czech VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Czech VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with web shops differs per EU member state. For the Czech Republic the threshold for distance selling for web shops is CZK 1,140,000. If your annual turnover in the Czech Republic exceeds this threshold, or exceeded it last year, you will need to register for a VAT number in the Czech Republic and file a VAT return in the Czech Republic.

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VAT return Denmark

In Denmark, a quarterly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Danish VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Danish VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Denmark, the threshold for distance selling for webshops is DKK 280,000. If your annual turnover in Denmark exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Denmark and file a VAT return in Denmark.

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VAT return England

In the UK, a quarterly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your English VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your English VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For the United Kingdom, the threshold for distance selling for webshops is GBP 70,000. If your annual turnover in the United Kingdom exceeds this threshold or exceeded it last year, you will need to register for a VAT number in the United Kingdom and file a VAT return in the United Kingdom.

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VAT return Estonia

In Estonia, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Estonian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Estonian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with web shops differs per EU member state. For Estonia the threshold for distance selling for web shops is EUR 35,000. If your annual turnover in Estonia exceeds this threshold, or exceeded it last year, you will need to register for a VAT number in Estonia and file a VAT return in Estonia.

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VAT return Finland

In Finland, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Finnish VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Finnish VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with web shops differs per EU member state. For Finland the threshold for distance selling for web shops is EUR 35,000. If your annual turnover in Finland exceeds this threshold, or exceeded it last year, you will need to register for a VAT number in Finland and file a VAT return in Finland.

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VAT return France

In France, a quarterly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your French VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your French VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For France, the threshold for distance selling for webshops is EUR 35,000. If your annual turnover in France exceeds this threshold or exceeded it last year, you will need to register for a VAT number in France and file a VAT return in France.

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VAT return Germany

In Germany, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your German VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your German VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with web shops differs per EU member state. For Germany the threshold for distance selling for web shops is EUR 100,000. If your annual turnover in Germany exceeds this threshold, or exceeded it last year, you will need to register for a VAT number in Germany and file a VAT return in Germany.

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VAT return Greece

In Greece, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Greek VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Greek VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with web shops differs per EU member state. For Greece the threshold for distance selling for web shops is EUR 35,000. If your annual turnover in Greece exceeds this threshold, or exceeded it last year, you will need to register for a VAT number in Greece and file a VAT return in Greece.

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VAT return Hungary

In Hungary, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Hungarian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Hungarian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with web shops differs per EU member state. For Hungary the threshold for distance selling for web shops is EUR 35,000. If your annual turnover in Hungary exceeds this threshold, or exceeded it last year, you will need to register for a VAT number in Hungary and file a VAT return in Hungary.

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VAT return Ireland

In Ireland, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Irish VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Irish VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Ireland, the threshold for distance selling for webshops is EUR 35,000. If your annual turnover in Ireland exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Ireland and file a VAT return in Ireland.

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VAT return Italy

In Italy, a quarterly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Italian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Italian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with web shops differs per EU member state. For Italy the threshold for distance selling for web shops is EUR 35,000. If your annual turnover in Italy exceeds this threshold, or exceeded it last year, you will need to register for a VAT number in Italy and file a VAT return in Italy.

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VAT return Latvia

In Latvia, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Latvian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Latvian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Latvia, the threshold for distance selling for webshops is EUR 35,000. If your annual turnover in Latvia exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Latvia and file a VAT return in Latvia.

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VAT return Lithuania

In Lithuania, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Lithuanian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Lithuanian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with web shops differs per EU member state. For Lithuania the threshold for distance selling for web shops is EUR 35,000. If your annual turnover in Lithuania exceeds this threshold, or exceeded it last year, you will need to register for a VAT number in Lithuania and file a VAT return in Lithuania.

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VAT return Luxembourg

In Luxembourg, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Luxembourgian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Luxembourgian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with web shops differs per EU member state. For Luxembourg the threshold for distance selling for web shops is EUR 100,000. If your annual turnover in Luxembourg exceeds this threshold, or exceeded it last year, you will need to register for a VAT number in Luxembourg and file a VAT return in Luxembourg.

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VAT return Malta

In Malta, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Maltese VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Maltese VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Malta, the threshold for distance selling for webshops is EUR 35,000. If your annual turnover in Malta exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Malta and file a VAT return in Malta.

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VAT return Poland

In Poland, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Polish VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Polish VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Poland, the threshold for distance selling for webshops is PLN 160,000. If your annual turnover in Poland exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Poland and file a VAT return in Poland.

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VAT return Portugal

In Portugal, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Portuguese VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Portuguese VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Portugal, the threshold for distance selling for webshops is EUR 35,000. If your annual turnover in Portugal exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Portugal and file a VAT return in Portugal.

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VAT return Romania

In Romania, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Romanian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Romanian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Romania, the threshold for distance selling for webshops is RON 118,000. If your annual turnover in Romania exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Romania and file a VAT return in Romania.

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VAT return Slovenia

In Slovenia, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Slovenian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Slovenian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Slovenia the threshold for distance selling for webshops is EUR 35,000. If your annual turnover in Slovenia exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Slovenia and file a VAT return in Slovenia.

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VAT return Slovakia

In Slovakia, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Slovakian VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Slovakian VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Slovakia, the threshold for distance selling for webshops is EUR 35,000. If your annual turnover in Slovakia exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Slovakia and file a VAT return in Slovakia.

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VAT return Spain

In Spain, a monthly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Spanish VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Spanish VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Spain, the threshold for distance selling for webshops is EUR 35,000. If your annual turnover in Spain exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Spain and file a VAT return in Spain.

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VAT return Sweden

In Sweden, a quarterly VAT return is usually required. Why not inquire after our competitive advice and prices in handling your Swedish VAT return. We can also do the (ICP declaration) and intrastat processing. When setting up your Swedish VAT registration, we will also do the first invoice check. We also provide updates on the various invoicing requirements and changes in local VAT legislation.

The threshold (the threshold amount) for distance selling as with webshops differs per EU member state. For Sweden, the threshold for distance selling for webshops is SEK 320,000. If your annual turnover in Sweden exceeds this threshold or exceeded it last year, you will need to register for a VAT number in Sweden and file a VAT return in Sweden.

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Best location for a holding company in Europe

What is the best location for a holding company in Europe? Typically, three EU countries are used a hub for Europe: Ireland, Luxembourg and the Netherlands. A Netherlands company has some significant benefits:

  • Remote incorporation possible
  • English speaking professionals widely available
  • Best logistical hub in Europe (air, sea, rails, roads)
  • Low standard tax rates
  • Extra tax discount for innovative companies

Starting a company in the Netherlands (Holland), takes about two weeks. In this time, we collect the information we need and incorporate your company and register it with the Chamber of Commerce. With this Dutch company, you can do business in all countries of Europe and around the world.

Netherlands is part of the Schengen treaty and the European VAT network, which means there is free transport of goods between the countries. The Netherlands is the perfect hub because its ease of doing business, low tax rates and great logistical position. The Amsterdam airport is the second largest in Europe, and the Rotterdam port is the second largest seaport in Europe. Our freight train connections serve all Europe, including Russia.

The Netherlands has little bureaucracy and paperwork compared to other European countries. There is also a lot of government support for new businesses. Incorporation is straight-forward and affordable. Get in touch with one of our experienced advisors to get more information and a fee quote.

Why do you need a shareholder agreement?

Does your BV have multiple shareholders? If so, you may need a shareholder agreement. In this document you record the mutual agreements between the shareholders. What if there is a dispute between the shareholders? Or someone falls ill for a long period of time? What about competitive activities of a shareholder? What if a majority shareholder wants to leave or wants to sell his shares to a third party? Are the other shareholders obliged to go along with this? If so, under what conditions? What happens if a third party makes an offer for a large part of the shares? All kinds of situations may arise that are not regulated by the articles of association or the law. These matters can be regulated in a shareholder agreement, in the process avoiding lengthy and expensive procedures. The shareholders’ agreement is often amended as soon as the composition of the group of shareholders changes. Contrary to the articles of association of a company, a shareholder agreement can easily be supplemented or amended without the intervention of a civil-law notary. The articles of association usually contain the basic agreements and the shareholders’ agreement contains more specific agreements (sometimes even deviating agreements) between the shareholders. An important difference between the articles of association and the shareholders’ agreement: the articles of association are public and the shareholders’ agreement is not. The agreements in the shareholder agreement are therefore confidential.

What does a shareholders’ agreement regulate? For instance:

  • decision-making by the board of directors
  • general meeting decision-making
  • deadlock
  • lockup
  • tag along and drag along
  • issue of shares
  • bad leaver
  • non-competition
  • privacy

Is this shareholder agreement indeed customised?

Would you like to have your shareholder agreement draughted or checked? Get in touch  and we will provide you with a fixed quote.

Setting up a Dutch company completely remotely

Doing business in the Netherlands

Setting up a Dutch company does not have to be a complicated procedure. CompanyNL is specialized in making sure that the process of establishing a Dutch business runs smoothly and quickly. If you are planning to incorporate your own Dutch business, you may not have the faintest idea of where to start. In the attached PDF file you will find out how to set up a Dutch company completely remotely – meaning you will not have to travel to the Netherlands at any point.

There are various reasons you should consider incorporating a Dutch company. The Netherlands enjoys a strategic location, great infrastructure, a highly-skilled workforce, a stable economy, trustworthy capital markets, and additional perks such as efficient repatriation of profits. If you know the right people, who know how to open a Dutch company, the process will be easy and is done fast (ca. 7-10 days). We recommend our clients to take advantage of the fact that Dutch company formation can be done completely remotely – this aspect is further discussed in the attached PDF file. The requirements for incorporating a Dutch company are easily attainable – and does not include nationality, country of residence, or company sector/industry

All companies in the Netherlands must have a Dutch address including a signed rental contract. We assist our clients in arranging virtual offices in Amsterdam – This way, your Dutch company will be registered in Amsterdam. The attached PDF file will indicate how setting up a Dutch company can be beneficial for you. You will also find out that there are several legal forms of doing business in the Netherlands and the most important differences between an NV and a BV will be given. You will also find out why we recommend our clients to set-up a BV in the Netherlands.

Furthermore, we take you through the process and explain the conditions in order to set-up a Dutch company. If you are considering establishing a Dutch BV, you might also be thinking about other things your company would need after it is registered. For example, many of our clients have expressed an interest in setting up a Dutch bank account. In the attached PDF file it will be discussed how we can assist you with this. Similarly, we can assist your company with VAT-registrations, wage tax numbers, tax compliance, and financial statements. The file will also give an explanation about the corporate income tax, dividend tax, sales tax, and the related tax advantages.

Whether you are expanding an already existing business by opening a company in the Netherlands or starting up a company from scratch, we will be able to provide assistance and guidance throughout the entire process.

Please click this link and learn how to set-up a Dutch BV today!

Setting up a BV in hightech Eindhoven

company in eindhoven

Eindhoven: ‘the smartest city of Europe’. This modern city in the south of the Netherlands is the home of  the latest high-tech inventions and breakthrough technologies. Do you want to start a company in Eindhoven?

BV company in Eindhoven

Renowned companies like ASML, ASMI and Philips have their operatons in Eindhoven. Other companies in the tech and medical sector are present as well. These companies attract highly-skilled expats from all over the world. In the tech and meditech industries, Eindhoven is the place to find talent.

In this blog, we will look at how to set up a Dutch private limited liability company (subsequently: BV) in this innovative region. It is this easy to open your company in Eindhoven. We have our local specialists to guide to.

The BV and possible benefits

A BV is a Dutch legal form of private character. The BV is private because its shares cannot be freely traded and are registered. The bv has legal personality. The consequence of this is that the legal person itself, and not the shareholders, is in principle responsible for the obligations that it enters into.

If you intend to start up an innovative company in the Netherlands and hire foreign high-tech masterminds, you and your employees could possibly benefit from certain benefits. For example, you may be able to make use of the innovation box or the 30% ruling.

If your company achieves profit through innovative activities, a tax discount can be applied. As a result, a lot less corporation tax has to be paid on these profits.

When hiring foreign employees, these may incur additional costs (extraterritorial costs). As an employer, you may in some cases grant these employees a tax-free allowance for these extra costs. It is also possible to compensate for the additional costs. Therefore, we can help request or transfer the 30% ruling. This means you pay up to 30% of a salary tax free. You can read more about this scheme in this blog.

Requirements for setting up a BV

  • Notarial deed of incorporation

A BV must be set up at the office of a notary, who will draw up a deed of incorporation. The articles of association of the BV are laid down in this notarial deed, which is required by law. Among other things, it is mandatory to include the name, location and purpose of the BV in the articles of association.

  • Starting and share capital

The mandatory minimum starting capital when setting up a BV is € 0.01, which means that setting up a BV is easily accessible. The starting capital is not required to consist of money; it may also consist of assets. The capital of the BV must be divided into shares. It is possible for all shares to be held by a (legal) person.

  • Registering with the Chamber of Commerce

Another requirement when setting up a BV is registering the BV in the Dutch trade register of the Chamber of Commerce. CompanyNL will take care of registration with the Chamber of Commerce when setting up your Dutch BV.

If you have any questions about doing business Eindhoven, or about the innovation box, the 30% ruling or setting up a private limited company, do not hesitate to contact us.

Turbo liquidation – a little less turbo?

Turbo-liquidation is the quickest and simplest dissolution procedure in the Dutch legal system. This form of dissolution offers the possibility of dissolving a legal person within one week and de-registering it from the Trade Register. Because it is not necessary to go through long-term formal procedures, turbo liquidation offers many advantages for the legal person to be dissolved. However, the simplicity of turbo liquidation does not only entail positive consequences. There is a chance that creditors will miss out on their claims due to the abrupt dissolution of a legal person, and then not get the chance to examine whether there was any possibility for the legal person of settling their claim. Sander Dekker, Minister for Legal Protection, has addressed this problem and announced a bill.

As indicated above, the Dutch legal system has several options for dissolving a legal person, namely; 1) by means of a shareholders’ resolution to dissolve; 2) because the articles of association of the legal person contain a resolutive condition or; 3) a dissolution by the court.

Turbo liquidation proceeds via the first option for dissolution. The dissolution process can be started via the General Meeting of Shareholders of the legal person with it passing a dissolution resolution. After this resolution has been made, only a notification of dissolution has to be made at the Chamber of Commerce (KvK) and with that dissolution is, so to speak, complete. A very simple and quick form of dissolution.

The condition for applying turbo liquidation is that it is an ’empty’ or inactive legal person. This means that there must be no income and/or expense in the legal person at the time of turbo liquidation. This condition is not always complied with and this entails the aforementioned risk for creditors. To limit the risks for creditors, the Minister for Legal Protection announced a bill on 7 October 2019. From now on, dissolution must be published and a final balance must be drawn up and filed with the Chamber of Commerce. The new arrangement must enable creditors to assess whether there are indeed no more assets left in the company.

The bill will be submitted in 2020, but it is not known when and whether this law will be implemented. This means that turbo liquidation may lose some of its simplicity, but despite the fact that the dissolution procedure is being extended, turbo liquidation will certainly remain the fastest and easiest way of dissolution.

If you want more information about the dissolution of legal persons, feel free to contact us.