Company Formation in Netherlands

Netherlands provides better growth opportunities as the country is ranked 4th in the world by the Competitiveness Ranking 2021 of the Institute of Management Development because it has a very competitive international climate. Netherlands ranks 2nd on economic performance, 4th in business efficiency, 12th on government efficiency and 7th on infrastructure Hence it an optimum place for registration of a company. Due to the European Single Market, you can freely import and export goods and services throughout the entire EU. Next to that, the location of the Netherlands proves to offer great logistical benefits. So You can Register your Company in Netherlands.

A Dutch eenmanszaak is a legal structure without legal personality. As sole trader you alone are responsible, and liable, for the company, its finances and its debts. You can only set up one sole proprietorship in the Netherlands, but you can operate under various trade names, perform different commercial activities and work from multiple premises.

It is for companies with two or more partners united under the same name and having the same economic objectives, with unlimited liability on the firm’s debts. They share the profits among them and they don’t have to present a minimum share capital, like for Dutch BV. The personal assets of each general member of the partnership can be taken by the creditors if there are debts that can’t be covered by the company funds.

If you are thinking about setting up a commercial partnership (vof), but are short on capital or need a financial backer, then a limited partnership might be just the legal structure for you. In a cv, your financial backer actually becomes a partner in your business. He or she is referred to as a limited, sleeping or silent partner. Although, the managing partners are personally liable for possible debts of the company.

limited liability company is a limited company whose equity is divided into shares that are owned by shareholders. It is a business structure with legal personality which means that the BV is liable for any debts, rather than individual. A private limited company may appoint a supervisory board to monitor its board of directors (two-tier board), or the supervisors may be part of the board of directors (single-tier board). BV must have 1 director and 1 shareholder and minimum 50% of decision making directors be the residents. The BV should have a Dutch registered address. No minimum capital requirement in case of a BV.

The Public Liability Company (NV) is proper for large investments and it needs a minimum share capital of 45,000 EUR where at least 20% of this capital must be issued. The board of managers will be responsible for daily decisions. Though, the NV is a large investment vehicle it can even then have a single shareholder. The NV can further opt for listing of the Company on stock exchange.

The Branches/Subsidiaries of foreign companies can be opened in the Netherlands. The main differences between these two business forms is the degree of independence of the local branch or subsidiary from the parent company.
A branch of a foreign company operating in the Netherlands does not need to register as a separate legal entity, but it does have to be listed in the Dutch Business Register
Foreign companies can only register in the Business Register if they are legal entities. If you wish to open a Dutch branch of, for instance, your foreign sole proprietorship, you will need to set up a new business. If you are a foreign legal entity that does not have a permanent establishment in the Netherlands, you do not have to register with the Business Register. However, if your business involves VAT, you will have to register with the Dutch Tax and Customs Administration.
Foreign legal entities planning to do business in the Netherlands don't have to be converted to a Dutch legal form. The legal entity's organisation and structure is then governed by the foreign law under which it was founded. National laws in the country of origin remain applicable.

A domestic company (DC) is domiciled and doing business in Mauritius. The domestic company can be non-resident of Mauritius with minimum one shareholder. At least one director must be appointed who is resident in Mauritius.

There is no compulsory requirement of registered office and a virtual office may suffice for the registration of a Domestic Company. There are no minimum capital requirements for the
incorporation of a DC.

An Authorised Company is an entity where the majority of shares or voting rights or the legal or beneficial interest, business activities and control & management outside of Mauritius. an Authorised Company shall not conduct a business activity specified in the Fourth Schedule. (Banking, Financial services, Providing of registered office facilities, nominee services, directorship services, secretarial services or other services for corporations, Providing trusteeship services by way of business).
An Authorised Company is treated as a non-resident for tax purposes in Mauritius. An Authorised Company also does not benefit from double tax treaties that Mauritius has with various countries. While having its control & management abroad, an Authorised Company is also required to appoint a registered agent in Mauritius.

It can have foreign residents as shareholders and directors.

A Global Business Corporation is a resident corporation which proposes to conduct business principally outside of Mauritius and is licenced by the Financial Services Commission.
Where the Company is controlled by non-citizens of Mauritius and its main activities are conducted outside of Mauritius, it will have to apply for a Global Business Licence. A GBC demonstrates substance in Mauritius and being tax resident entity, it benefits from Mauritius’ Double Tax Treaties.
There shall be at least two directors who are resident in Mauritius. However, there can be 1 non-resident shareholder with no minimum capital requirement and can be represented in currency. It is necessary to have a registered office and a principal Bank Account of a GBC in Mauritius.
A GBC enjoys residency in Mauritius for tax purposes and gets benefited from the advantages of the Double Taxation Avoidance Agreements which Mauritius has signed.

If you own a private limited company (bv) or public limited company (nv), you will have to file returns for corporate income tax in the Netherlands on behalf of your company.
The corporate income tax rate depends on the taxable amount. The taxable amount is the taxable profit in a year reduced by deductible losses.
- If the taxable amount is € 395,000 or less, the corporate income tax rate is
15%.
- If the taxable amount is more than € 395,000, the corporate income tax rate is €59,250 plus 25.8% for the taxable amount exceeding € 395,000.
A reduced rate of 9% applies to activities covered by the innovation box. The innovation box provides tax relief to encourage innovative research. All profits earned from innovative activities are taxed at this special rate.