Registration in the Dutch trade register is compulsory for every company and every legal entity, including 'freelance' and 'zzp' ('zelfstandige zonder personeel' or self-employed without staff).
Before you visit the Chamber of Commerce to register your enterprise, you should have considered the following:
The IND does not weigh these criteria itself; the Ministry of Economic Affairs is requested to review your situation and to decide whether the business you intend to run will be economically interesting.
- a permit to start a business in the Netherlands
- a business plan
- legal form and trade name of your enterprise
- taxation and necessary insurance
- business location, commercial lease
- a ‘VAR’-statement from the Tax Administration, declaring you as a self-employed entrepreneur
Starting your own business
If you do not have the Dutch nationality, and want to start a business in the Netherlands, you will have to comply with particular IND (Immigratie en Naturalisatie Dienst, the Dutch immigration authorities) formalities. Even if you are not obliged to register with the IND (for almost all EU nationals) please do so all the same, as it may come in quite handy for other purposes.
Dutch immigration authorities
The legal form of your enterprise makes no difference to the applicability of the rules by the Dutch immigration authorities: whether it is a one-man business, a Dutch private limited (BV), or a branch-office of a foreign company. The rules do not differ either, whether you start an enterprise shortly after arriving in the Netherlands, or after having been employed in the Netherlands for some time. However, rules and formalities do differ– broadly speaking for EU nationals and non-EU nationals. Please check also the IND Residence Wizard
Working on a self-employed basis when a EU, EEA and Swiss national
There are no specific IND formalities that have to be fulfilled for nationals of these states. Different rules apply for citizens of Bulgaria or Romania as long as restrictions on the Dutch labour market remain in force. Nationals of these countries are advised to apply for a residence permit, which will be useful in a number of situations. The procedure is called “Application for assessment under the EU community law (proof of lawful residence)”.
Nationals of non-EU and non-EEA countries
If you are not a national of an EU or EEA country and not Swiss, you will need to apply for a residence permit in case you stay longer than three months in the Netherlands. A residence permit can be obtained from the IND.
If you are a national of a country subject to the Dutch visa requirement for more than three months’ stay, you will have to apply for a special visa: a provisional residence permit, an MVV (Machtiging Voorlopig Verblijf).
Working on a self-employed basis as national of non-EU / non-EEA country and non-Swiss
In this case you will have to meet several economic criteria before starting an enterprise in the Netherlands:
The IND does not weigh these criteria itself; the Ministry of Economic Affairs is requested to review your situation.
- You are qualified to run the business in question.
- You have a business plan.
- Your business serves an essential Dutch interest, i.e. “added value” for the Netherlands.
Review of economic added value
The Ministry of Economic Affairs awards points for each criterion. You will need a minimum of 30 points for each criterion (total number for all criteria: 300).
You should always contact the IND to find out about the procedure involved in testing the economic interest of the enterprise you intend to start. For nationals of some countries, for example Turkey, special rules apply on the basis of treaties between the EU and these countries. And when you are from the United States of America, it is important to know there is the so-called ‘Nederland-Amerikaans' vriendschapsverdrag’.
Taking your business from abroad
The Dutch comparative companies Act recognises all foreign legal entities except businesses owned by one man or one woman. If you run a one-person business in your country of origin and you can prove this, for example by submitting a copy of registration in a commercial register in that country, you can bring this enterprise to the Netherlands and have it registered at the Chamber of Commerce as a Dutch one-man or -woman business.
Other legal foreign entities or foreign business forms are simply registered as a foreign legal entity with commercial activities.
Please note that you will still have to comply with the IND residency rules
Starting a branch office in the Netherlands
There is a question of a branch when long-lasting business operations, which form part of the foreign enterprise, are (being) conducted in the Netherlands. A branch can be: a sales office or a production company, but also a representative office. It does not have an independent legal form, but is a part of the foreign enterprise.
Dutch law recognises foreign legal entities. In other words: the foreign legal entity wishing to start activities in the Netherlands needs not be converted into a Dutch legal form.
A business plan is essential
No matter small or big the business is, a business plan will help you identify areas of strengths and weaknesses.
Banks require a business plan when you take out a loan. Even if you do not need the latter, and financing your enterprise is not a problem, a business plan will definitely help you understand the impact of starting a business.
Get started: Write the plan yourself
Crucial questions you should ask are:
- Which legal form will best suit the enterprise?
- Which products or services will you offer?
- Who will be your clients?
- Promotional activities to get contracts?
- How to optimize visibility to your target group?
- Which prices and fees?
- Financial plan (available budgets, expected turnover, investments)?
- Which insurances do you need?
- Permits and/or licences required?
- Administrational organisation, which form?
- What should be included in your General Terms and Conditions – if applicable?
Business plan formats can be obtained from various private parties that specialise in supporting starters. Just surf the internet. Small business planner at www.sba.gov/ is a useful site.
Employment law issue: employed or self-employed?
If you go freelance, you should pay extra attention to your situation, because the term 'freelancer' is not a definition recognized by law. Freelancers operate somewhere in between being self-employed and being in paid employment.
In order to designate the employment relationship while starting your business, it is important to consider different contracts and apply for a Verklaring Arbeidsrelatie (VAR) at the Tax Administration.
The registration forms can be downloaded from the Chamber of Commerce website. As a statutory requirement, all forms are in Dutch and have to be completed in Dutch. Translations in English of forms 6, 11 and 13 are available to assist you while filling in the Dutch form to be handed in.
Registration is not free of charge. When you register a business, a fee will be due for the calendar year the enterprise is registered in. After that initial year, an annual fee will be charged in the first quarter of each year. The total sum of this contribution depends on the legal form.
Once the enterprise has been registered, it is the owner or partner’s responsibility to keep the information up-to-date. With a BV the manager authorised to act on behalf of the BV is responsible.
Permits and Licences
Most business activities can be performed without any permits or licences, but for some activities, like catering business, transport or taxi firm, you do need a licence. And an environmental permit may be required if your products or business operations negatively affect the environment. Permits and licences can be applied for at the municipality or at the provincial authorities.
Check how you can use your degree or diploma for your business in the Netherlands. International Credential Evaluation: http://www.idw.nl/international-credential-evaluation.html
Termination / dissolution of the enterprise
When transferring or selling your company, you will have to comply with a number of rules and regulations. You should also enter information about the sale into the Trade Register and reach a settlement with the Tax and Customs Administration. A business transfer within the family involves several other tax aspects.
Chambers of Commerce
The Dutch Chambers of Commerce provide information on starting a business, legal forms, registration in the trade register, international trade etc. We have accumulated knowledge, contacts and partnerships, which makes it the essential reference point for every firm doing or seeking to do business.
Drop by for specific information
Apart from general information, the Chambers of Commerce will be glad to provide you with further details regarding your specific position: either at the start of your business or while running it.
If you are located and/or interested in the Region Amsterdam:
Call 020-5314684 or send an email to firstname.lastname@example.org for a consultation with one of our specialists of the Bedrijfsvoorlichting department.
You can find detailed information on starting a business in the Netherlands at the KVK website in the English lanaguage at: http://english.kvkamsterdam.nl/