Because of macro-economic stability, a competitive fiscal climate, infrastructure, quality of education, innovation and entrepreneurship, many foreign investors have chosen to invest in the Netherlands. Dutch law offer various types of legal entities in which investments can take form, such as a private limited liability company ‘BV’ (In Dutch: besloten vennootschap) or a public limited liability company ‘NV’ naamloze vennootschap. Also possible is to incorporate a foundation, association, cooperative and several partnerships. The most commonly used partnerships are the ‘VOF’ (vennootschap onder firma) and the ‘CV’ (commanditaire vennootschap). Please note these partnerships are not considered as taxable entities for Dutch corporate income tax. Dutch corporate law, especially with regard to aforementioned BV, has been subject to some major legislative changes. Per October 2012 the Netherlands has enhanced the business climate for entrepreneurs and introduced a more simplified and flexible private limited liability company which is known as ‘the Flex BV’.These changes have simplified the statutory rules governing Dutch private limited liability companies and offer a large degree of flexibility in the governance structure of this type of company. In general the incorporation of a legal entity is a swift procedure and might require the involvement of a civil law notary, depending on the kind of entity. We can assist you with this.
As for foreign investment restrictions and conditions, please note that there are no screening requirements regarding foreign direct investment and no regulatory restrictions in those sectors that allow foreign direct investment. Foreign companies may hold 100% of most Dutch enterprises, borrow locally and on international markets, freely repatriate capital, profits, royalties and fees, and make all types of trade-related payments.
If you are interested in investing in the Netherlands and you have any legal questions concerning incorporating companies or partnerships, mergers and acquisitions or need help with drafting shareholder agreements, please do not hesitate to contact us. Our team would be happy to help you.