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Starting a business in the Netherlands can be a lucrative endeavor due to its robust economy and strategic location within Europe. One popular business structure for entrepreneurs and investors is a partnership. In this comprehensive guide, we’ll delve into the nuances of setting up partnership companies in the Netherlands, covering aspects like legal personality, notary requirements, local bank account requirements, and fiscal transparency.
Before diving into the specifics, it’s crucial to understand what a partnership company is. In essence, a partnership company is a business entity formed by two or more individuals who share the profits and losses of the business. These companies can be established for a variety of purposes, from offering professional services to trading goods.
In the Netherlands, there are three main types of partnership companies:
Different types of partnership companies in the Netherlands have different legal personalities. A VOF and a CV without legal personality are transparent for tax purposes, meaning that the partners are liable for income tax on their share of the profit. However, a CV can also opt to have legal personality, making it non-transparent for tax purposes. In this case, the CV itself becomes liable for corporate tax.
In the Netherlands, setting up a partnership company doesn’t require a notarial deed. However, if the partnership involves real estate, a notarial deed becomes necessary. The deed is then registered with the Dutch cadastre.
All partnership companies in the Netherlands are required to open a local bank account. This account is used to conduct all business transactions, including receiving payments from clients and paying business expenses.
Fiscal transparency is a significant aspect of partnership companies in the Netherlands. As mentioned earlier, a VOF and a CV without legal personality are transparent for tax purposes, with the partners being liable for income tax on their share of the profit. On the other hand, a non-transparent CV is liable for corporate tax.
Every business in the Netherlands must be registered with the Dutch Chamber of Commerce (KVK). You can easily do this online via the KVK’s self-governance portal. The process involves providing your personal and business details, along with a company description. Once registered, you’ll receive a unique KVK number.
Choosing a trade name for your business is an essential step when registering with the KVK. A good trade name should not create a wrong impression, sound or look too much like that of another business, or contain special characters. KVK offers a name checker tool to help you find a unique and suitable name.
Choosing the right legal structure for your business depends on your situation. It can determine who is liable for debts and what fiscal benefits are available. You can use the KVK’s tool to find the best legal structure for your business.
Depending on your company’s legal structure, you may also need to register the Ultimate Beneficial Owners (UBOs). These are the individuals who ultimately own or control the business. In the Netherlands, UBOs are registered with the KVK.
Upon registration with the KVK, your details are automatically passed on to the Netherlands Tax Administration. You’ll then receive a VAT identification number and a VAT tax number by post.
Once you’ve filled out the online form and made an appointment with KVK, you’ll need to visit a KVK office in person to finalize your registration. Don’t forget to bring a valid ID and your business premise lease or purchase contract.
Starting a partnership company in the Netherlands might seem daunting, but with the right information and support, it can be a straightforward process. Remember, the Dutch House of Companies offers a self-governance portal that allows you to start a business in the Netherlands without visiting, at a fixed yearly fee. Start your company formation in the Netherlands now!
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