Doing Business in Malta

How does dividend taxation work in Malta?

Now that we know that Cyprus intends to tax dividends, its popularity as a country of residence is in decline. For those who are wondering what alternative route to take, one already seems to be a candidate. Malta has recently appeared to have increased in popularity as a result of the introduction of dividend taxation by Cyprus. But what makes Malta such an interesting destination? In this blog, we will discuss the benefits of doing business in Malta.

EU Member State

Malta is an EU Member State, which means, for instance, that you are free to travel and reside there as an EU resident. In addition, the other basic EU freedoms that are of importance for entrepreneurs, i.e. freedom of establishment and free movement of goods and services, also apply. This promotes international trade. Similarly, Malta also uses the euro as its unit of currency, so there is no additional red tape due to differences in currency. English is also the second language in Malta and is even the working language in business.

Taxation in Malta

In Malta, there is no separate corporate tax, with only one system for taxing income. At first glance, doing business in Malta appears unfavourable, with the income tax rate there being 35%. Due to the fact, however, that Malta operates a tax credit system, which, incidentally, makes it unique in the EU, the tax rate in Malta is relatively low. This tax credit system works as follows: shareholders of a Maltese company are able to reclaim the income tax paid on the company’s profits.

There are two options for reclaiming this tax credit. In the case of passive income, five-sevenths of the tax paid may be claimed back, and in the case of active income, six-sevenths. This means that, for passive income, 25% of the profit can be reclaimed and, in the case of active income, 30%. Reclaiming tax does require there to have been a dividend payment, but as Malta does not have a withholding tax, dividend payments are not subject to dividend tax.

In short, this means an effective tax rate of 10% for passive income and 5% for active income.

Disadvantages of doing business in Malta

Besides the above advantages of doing business in Malta, there are also a number of disadvantages. Since the tax credit system requires there to have been a dividend payment, the company’s cash flow may be disrupted: 25-30% of the profit disappears from the coffers, and although this doesn’t go to the Maltese tax authorities, it does go to the sharehsolder. There may also be individuals wanting to do business in Malta, but who wish to remain living in the Netherlands. In this case, substance requirements will have to be met, creating additional financial and administrative burden.

If you are wondering whether a business in Malta could work well for you as an entrepreneur, please contact us. You can also come to us with any queries you may have regarding the creation of sufficient relevant substance.

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.

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.