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.

BV in Curaçao

If you have a company and have to pay a lot of corporation tax in the Netherlands, it might be a good idea to consider the options for establishing your business in Curaçao. Whereas in the Netherlands the low rate is currently 19%, the fixed rate in Curaçao is only 2%. This is because there are so-called E-zones in Curaçao that enable the establishment of companies for tax purposes. In these E-zones, the corporation tax rate is guaranteed 2% until 1 January 2026.
To establish in these E-zones and to be eligible for the favourable rate, a few conditions apply.

The application

The shareholders of a company established in Curaçao can submit a request to apply the E-zone regime. For this, the company must be registered with the Curaçao Chamber of Commerce. The request is submitted to the Ministry for Economic Development and must meet certain conditions. In this way, it is important to attach a customs declaration and a concise business plan to the request.

The conditions

Trading Companies

It must be a company that acts in an international context. Products do not have to be traded via the port in Curaçao; this can be done directly from the producer to the buyer.

Company with share capital

The company must be a company with capital divided into shares, that has been established by a notarial deed. Dutch examples of this are the BV and the NV. This may also be a joint venture or a branch of such a company that is established in the E-zone.

Trade with international clients

The company’s activities must focus primarily on trading with customers who are not based in Curaçao. Delivering to customers on Curaçao is only permitted if the authorities give specific permission for this.

Actual management in Curaçao

The actual management or direction of the company must be in Curaçao. It is not necessary for the direction that this is a natural person, it is also possible to engage a legal person (such as a trust office) as the direction.

No service

The provision of services has been excluded from establishment in the E-zones, unless the service falls under a legal exception. Think especially of maintenance or repair work within the E-zone.

Economic growth

The activities that your company carries out must contribute to the economic growth of the Netherlands Antilles. This means that it is important that you make a profit or that you make a substantial contribution to employment.

Benefits

In addition to the very favourable rate for corporation tax, there are a few other advantages associated with establishing a business on Curaçao. For example, the distance to buyers in the US and South America is a lot smaller and a large part of the population speaks Dutch, English and Spanish. The level of education is also relatively good and the wage costs are relatively low. Finally, there are still some tax benefits for companies that are located in the E-zone: the import of goods is exempt from import duties and sales tax and delivery to customers outside of Curaçao is exempt from Dutch Antillean sales tax.

Please note that it is important to obtain good tax advice, because the Dutch tax authorities are watching critically. We can advise on this.

 

Societas Europaea, the European company

Since 2004, it has been possible to set up a Societas Europaea (SE). An SE is a European company that aims to make cross-border operations within the EU easier. Such a company can be established in several ways: through the creation of an SE, the merger of several existing companies, or by converting an existing company into an SE. In this blog, we will discuss the various advantages and disadvantages of setting up an SE, as opposed to a Dutch BV or NV.

Advantages (PE):
One of the biggest advantages of an SE is that its functioning and creation is governed by centrally-regulated European law. Why is this beneficial? Well, because it involves fewer transaction costs. Please note that this Regulation also refers to national law in the country where the SE has its registered office. Some cases are, therefore, still covered by national law.
Another major advantage of an SE is that it can be relatively easy to conduct a cross-border seat transfer. There is clear legislation for an SE wishing to transfer its registered office; in many national legal systems, in contrast, this is either inefficiently, or not at all, regulated. For example, if you want to transfer a Dutch company to Germany, you will first have to liquidate the Dutch company and then move the liabilities and assets. This involves a lot of time and costs. With an SE, all of this is not necessary, therefore saving you a whole lot of time and money.

Finally, an SE has the advantage of a strong global image. Some well-known, large companies, such as Airbus, Porsche and Allianz, are after all, SEs. Many people outside the Netherlands will not be overly familiar with a BV or an NV, but, in the case of an SE, however, there will be much greater public perception.

Drawbacks (PE):
Despite the fact that an SE is mainly governed by European law, it also has to satisfy the national law of the Member State where the registered office has been located. This can, therefore, cause confusion, because you are dealing with two legal systems at the same time.
In addition, the minimum starting capital required, at EUR 120,000, is relatively high. This can be disadvantageous for parties who do not have a large sum of money to start with.
Finally, another critical point can be where a company is required to set up an employee negotiating group; this can occur if a form of employee participation was in existence prior to the creation of the SE (in the case of a merger or conversion).

Conclusion (PE):
When you perform many cross-border activities, and want to have a stronger image abroad, it may be wise to set up an SE. In addition, it can also be beneficial to have the possibility of transferring the registered office of the company, for tax purposes, for example. On the other hand, there are clear disadvantages in the fact that it is not always clear which law – national or European – is applicable, and the requirement to have substantial starting capital.

Why set up a Dutch B.V. over a Permanent Establishment?

Dutch B.V. over a Permanent Establishment

Typically multinationals operate in the Netherlands via a B.V. (subsidiary) or a branch or a permanent establishment (P.E). There could be various factors which ultimately becomes the decisive factor for choosing between the two legal forms. The following article summarizes the key differences in terms of tax consequence between setting up a B.V or a PE in the Netherlands.

Tax consequences of Permanent Establishment (PE):

A permanent establishment is typically a branch, which is essentially an extension of the parent company abroad. According to OECD’s requirements, a permanent establishment is defined as a fixed place of business which is used to fully or partly carry out the business operations of a company. This includes, for example, the location of the management, a branch office or the execution of construction or assembly work as far as the latter is conducted for longer than 12 months. Hence it is not a separate dutch legal entity but operates as a foreign company.

However, there is a possibility of double taxation which may arise in the case of a permanent establishment. Although a PE is considered inseparable from Parent company it is still subject to the separate obligations regarding registration and taxation in the jurisdiction where it is located.  If there is a double taxation treaty in place, the taxation of the profits of the permanent establishment falls within the competence of the jurisdiction where the permanent establishment is set up. The Authorised OECD approach (AOA) has to be undertaken for the determination of profits of a PE, under the arm’s length principle. But there is ambiguity in the application of AOA approach which leads to issues in tax determination of the PE.

Tax consequences of B.V. in the Netherlands:

In the Netherlands, a B.V. tends to be a preferred form of business in many fields. Usually, the key advantage of a Dutch subsidiary is the shareholder’s limited liability, to the extent of their capital contribution. Also, there are no start-up capital requirements.

For tax purposes, a B.V. is usually considered a separate, legally independent company. This helps in achieving a strict separation of the levels of taxation (company, shareholders). During this process, the amount of the taxation of the B.V. is made in accordance with the corporate tax rate in the country of the B.V. This helps in avoiding any ambiguities in determination of the tax, unlike in case of PE.

Distributed profits from the B.V. are usually subject to withholding tax. However, a double tax treaty limits the withholding tax to 15 percent for natural persons and 0, 5  or 10 percent for legal entities as shareholders of the B.V. Even without any Double tax treaty in place the parent-subsidiary directive (within the EU) provides for a reduction in withholding tax amount to 0 percent. That is subject to meeting certain conditions (including minimum participation to the amount of 10 percent, minimum holding period of 12 months).

Conclusion

In general, before starting any business operations, a careful planning process must take place. Only after careful planning and consideration of the tax merit, one must choose the preferable form of business model. Hence, after performing the careful planning and consideration of the tax merits between a B.V. and a PE it can be concluded that there are numerous tax benefits of setting up a B.V. It ultimately qualifies the B.V. as the optimal form of business entity, as against a PE.

If you need more information to set up a Dutch BV, please feel free to contact us

 

Internship SEO and Content Specialist

Today, the internet is the key media form to promote your international business.  If you want to promote your brand, attract customers and compete with your competitors, merely hosting a website will not suffice.  In order to even be found by search engines, you need to be a specialist who monitors your presence in online marketing, enhances your content and creates brand awareness on social media. Hence, SEO, SEA and Content enforcement has become a booming business and specialists are in demand.

Are you interested in online marketing, content creation, and social media?  Would you like to be a part of a small, fun and motivated team?  Is your written and spoken English good?  If so, apply for this vacancy for the Internship SEO- and Content Specialist!

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Opening a bank account in the Netherlands

With its attractive economic climate, the Netherlands has become one of the most attractive EU-members to settle international business entities. These international companies may also benefit from the Dutch range in banks, as the Netherlands is home to some of the world’s most renowned banks. These are complemented by Dutch banks, such as ABN-AMRO, ING Bank and Rabobank.

Expats or companies residing in the Netherlands, need a bank account in the Netherlands to pay/receive salaries, rent etc. Yet, as a foreign entrepreneur, it can be quite challenging to open a bank account in the Netherlands, since there are some hurdles along the way. 

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Which City will be the Capital of Blockchain Technology?

Leaving Silicon Valley

Silicon Valley has long been the de facto location for budding startups to set their roots and grow into multimillion-dollar businesses, but it may not be the capital of blockchain technology. As of July 2017, 62 out of the 105 total U.S. companies valued at over $1B are located in California. To put that into perspective, New York has the second highest amount with only 15 businesses.

However, with the power of decentralization, blockchain-based startups are proving that you can find success outside of the Silicon Valley bubble. Cities around the world, whether it be through looser regulations, strong financial ties, or some unknown factors, have started vying for the title of “capital of blockchain” and are emerging as meccas for young cryptocurrency companies. Although a forerunner hasn’t emerged yet, there are a few regions beginning to develop as hot spots for this new innovation.

Chicago, USA

Flying under the radar, Chicago is quickly building itself to be a world leader in cryptocurrency. The Chicago Mercantile Exchange (CME) and Chicago Board Options Exchange (CBOE) were two of the first U.S. financial exchanges to support Bitcoin futures trading.

Lesser known, the Illinois government was one of the first to embrace blockchain technology by forming the Illinois Blockchain Initiative (IBI). The IBI is a dedicated approach to:

Create non-onerous legislation surrounding the technology,
Perform blockchain pilot programs within government organizations, and
Develop the blockchain ecosystem in Chicago.

The Chicago Blockchain Center (CBC) is spearheading objective number three. The CBC hosts developer workshops and meetups as well as supports local startups through incubation. All of this combined has led to the growth of a large blockchain community in the Windy City.

In fact, Chicago is a leader in venture-backed blockchain startups. Chicago companies have raised over $69 million to date – more than three times the amount of Austin, Denver, and Seattle combined.

Notable Companies/Projects: Bloq, CFX Markets

Austin, USA

Fielding refugees from San Francisco’s inflated housing market, Austin is carving a niche for itself with blockchain startups. Having no income tax and a natural Libertarian attitude, the state capital is primed for crypto-minded entrepreneurs.

The city has hosted the Texas Bitcoin Conference since 2014 but more famously brings in hundreds of thousands of attendees for South by Southwest (SXSW) each spring. Although not focused on cryptocurrency, SXSW this year included several speakers and panels focused on blockchain and its impact on other industries.

As one of the fastest-growing cities in the U.S., it wouldn’t be surprising to see Austin solidify itself as the place to settle down a cryptocurrency headquarters.

Notable Companies/Projects: Factom, Wanchain

New York City, USA

Although many have fled due to the implementation of its BitLicense, New York is still a hotbed for blockchain innovation. With deep roots in financial markets, it’s only natural that the Big Apple is home to some of the most well-known crypto companies and exchanges.

Beyond New York’s sheer population dominance over other cities, it also hosts one of the largest blockchain conferences in the world – Consensus. This year, the conference has even expanded to an entire “Blockchain Week”. CoinDesk and the New York City Economic Development Corporation have partnered to organize the week’s events with the goal of making NYC a global blockchain capital.

With massive amounts of investment capital and the Winklevoss twins leading the charge for self-regulation, New York City could easily become the new capital of blockchain.

Notable Companies/Projects: Gemini, Blockstack, Consensys

Singapore

A country rather than a city, Singapore is a strong magnet for companies looking to ICO. The Monetary Authority of Singapore (MAS), has stated time and again that they have no plans to regulate the industry and instead provide ample support.

They’ve embraced the new tech in an experimental project, Ubin. The project is in partnership with R3, and the goal is to “explore the use of Distributed Ledger Technology (DLT) for clearing and settlement of payments and securities.” Although not directly affecting regulation, Ubin helps members of the MAS further understand blockchain and the value it can bring.

The MAS has even gone further by allocating $150 million towards FinTech projects in the country.

Singapore also is home to FinTech Festival – the largest FinTech conference in the world. Over 30 thousand people from around the globe participate in the festival, bringing loads of talent to the small nation.

Notable Companies/Projects: Digix, TenX, Zilliqa

Zug, Switzerland

Already commonly called ‘Crypto Valley’, Zug is the current leader for the capital of blockchain title, and it’s clear why. Switzerland has historically been fairly lenient when it comes to banking and financial regulations.

On top of that, Zug has some of the lowest taxes in the nation and has taken a business-friendly approach to cryptocurrency. The government supports citizens paying in Bitcoin for some services and also uses Ethereum in a digital ID system.

Bitcoin Suisse, the financial service provider behind numerous high profile ICOs (Status, OmiseGo, SingularityNET) also calls Zug home.

Entrepreneurs in the area have formed the Crypto Valley Association to help foster growth of the ecosystem. This association collaborates with partners around the world and works with the local government to create fair blockchain regulations. Even so, the canton is far from having all the answers on how to regulate this new asset class. It’s a good sign, though, that government officials are openly working with the people that it affects most.

Notable Companies/Projects: Bitcoin Suisse, Xapo, ShapeShift, Monetas, Tezos

Decentralizing the Capital of Blockchain

These are just a few of the regions making a name for themselves in the blockchain space. With the decentralized nature of the industry, it’s entirely possible that one single “capital of blockchain” never surfaces. And, that’s a good thing.

In the end, we’re all on the same team. Projects should continue to collaborate across borders to ensure the success of the entire industry. Because when blockchain wins, we all win.

For further information about blockchains and the public policy regarding cryptocurrencies, please contact us via info@companynl.com.

This article by Steven Buchko was originally published at CoinCentral.com.

Doing Business in Singapore: The perfect base for your Dutch hub

If you are an international entrepreneur thinking of expanding in Asia, then we suggest that you consider Singapore.  This cosmopolitan metropolis has successfully managed to reconcile traditional Asian characteristics with a modern Western appearance.  Thus, while Singapore still highly values the welfare of the community, it is, with the aid of digital progress, winning the centuries-old battle for new chances and a better life.  Furthermore, this modernization has ensured considerable improvements in working life.  Here, we set out the advantages for you of doing business in Singapore.

Languages in Singapore

Along with the local dialects, Malay and Tamil, the Singaporean population also speaks Mandarin and English.  Through this, the country can act as a gateway to both China and the West.  Above all, all government institutions, courts and schools, as well as the business world, use English as the main language.  Consequently, there is no question of a language barrier.

Business in Singapore

Love of country

It is not difficult to become enamoured with Singapore, with its beautiful nature and sophisticated facilities.  If you are in the presence of Singaporean clients, never forget to mention the beauty of their country.  Singaporeans are very patriotic.  Therefore, criticism will not be appreciated if you are asked for your opinion about their country, which often happens at the start of a meeting.  Watch out, however, that your praise doesn’t become too familiar.  Similarly, digressions about family matters, religion and/or politics are not appropriate.

Meetings

One of the great advantages of Singapore is the extreme importance that its people attach to order and punctuality.  You will not be made to wait for a business associate.  You can also assume that the meeting will proceed pleasantly, as Singaporeans will never raise their voice or show that they are in bad humour when they do business.  This friendly atmosphere is confirmed with the exchanging of business gifts.  These gifts symbolize the hope for successful business contacts and an amicable relationship.  The line between being colleagues and friends is thus thin.  When a business meeting concludes, it is, for example, customary to eat together to strengthen the personal connection.  After that, you should continue your discussion for at least an hour.

Company hierarchy

In doing business in Singapore, one also sees the productive intertwining of traditional values and modern ideals coming to the fore.  Thus, the clear hierarchical structure is an unmistakeable testament to Asian culture.  The boss enjoys the most respect and authority.  Nevertheless, in this aspect, Singapore appears to be more progressive than many “modern” Western countries.  After all, there is no glass ceiling in Singapore.  Through this, women have no difficulty in assuming important roles in company life.

 

Government Subsidies

If the productive trade climate or the versatile culture and nature have still not been able to convince you to do business in Singapore, then maybe the government can change your mind. The local government, in particular, offers various subsidies and tax provisions to native and foreign companies that set up in Singapore.

If setting up a business in Singapore is only the beginning for your international adventurers, we advise you to consider incorporating a Dutch affiliate. The Dutch entity then operates as a gateway to Europe. Moreover, besides economic, cultural and practical advantages of the Netherlands, this offers you undeniable fiscal opportunities. Not only does the Dutch-Singaporean tax treaty grants you the opportunity to avoid double taxation, taxes in the Netherlands itself progressive as well.

Therefore, do not hesitate to contact us for more information about international business or doing business in Singapore and/or in the Netherlands.  We are only too glad to be of assistance.