Formation de Sociétés aux Pays-Bas


Company structure in the Netherlands

Legal basis  - Civil law (Napoleonic)

Legal framework  - Book 2 of the Dutch Civil Code

Company form  - Private company with limited liability (Besloten Vennootschap met beperkte aansprakelijkheid, BV)

Responsibility  - The liability of shareholders is limited to the amount of their shares.

Share capital  - BV do not require a minimum share capital (only a nominal deposit of € 0.01). The company's equity is divided into shares, which are not freely transferable and are registered privately.

Shareholders - A BV can be formed by one or more natural or legal persons, residents or non-residents. Shareholder details are made public.

Administrators - A BV must have at least one administrator. Tax substance rules require that at least 50% of the board be composed of directors who are residents of the Netherlands for tax purposes.

Secretary  - The company can appoint a secretary, but this is not compulsory.

Registered address  - A company must have a registered office in the Netherlands.

General assembly  - A BV is required to hold an annual meeting of shareholders to vote on certain points, such as the appointment of directors and the adoption of the annual accounts. The AGM can take place outside the Netherlands.

Electronic signature  - authorized.

Re-domiciliation  - Incoming / outgoing redomiciliation is generally not allowed. An exemption applies to Societas Europeae (European limited liability companies) which, in certain cases, may change their registered office to the Netherlands.

Conformity  - A BV must draw up and file its annual reports and accounts with the Chamber of Commerce and file an income statement each year with the tax and customs administration (Belastingdienst).

Medium-sized and large companies are required to have their annual report verified by independent, qualified and registered Dutch auditors, if 2 of the following 3 criteria are met by the company for 2 consecutive years: total assets greater than 4.4 million d 'euros; turnover exceeding 8.8 million euros; a workforce of more than 50 employees.


Key figures of companies in the Netherlands

Official name Kingdom of the Netherlands
Proper noun Koninkrijk van Nederland (nl)
Continent Europe
Subcontinent European Union
Population 17,182,462 inhabitants (2018)
Population growth 0.60 % / year
Area 41,542 km²
Density 413.62 inhabitants / km²
GDP 912.872 billion $USD (2018)
GDP / capita 52,978 $USD (2018)
GDP growth 2.70 % / year (2018)
Life expectancy 82.10 years (2018)
Birth-rate 10.40 ‰ (2014)
Fertility rate 1.78 children / woman (2015)
Mortality rate 8.66 ‰ (2015)
Child mortality rate 3.62 ‰ (2015)
Literacy rate 100,00 % (2018)
Official languages Dutch
Change Euro (€ EUR)
HDI 0,933 / 1 (2018)
IPE 75,46 (2018)
Nature of State Constitutional monarchy
Head of state King Willem-Alexander (William Alexander)
National Holiday April 27 (King's Day)
Nice Dutch, Dutch
Tourists 17,924,000 people (2017)

Sociétés aux Pays-Bas

A flat country very open to the world

The Netherlands are a western European state bordered by the North Sea, Belgium to the south and Germany to the east. It is a constitutional monarchy.
The country is very open to the international market. Its geographical position, at the heart of the European “Blue Banana”, makes it a central point, in particular for the transport of goods. Rotterdam, even if it is no longer the world's leading port due to the very strong growth of Chinese ports, remains the most important in all of Europe.

Sociétés aux Pays-Bas


The country's infrastructure is among the most developed in the world, in all areas. However, its geography makes life difficult: 96 % of land is flat, and 25 % of land is below sea level!
It took the Dutch centuries of practice to fully master the formation of polders, those immense agricultural areas which lie just one sea level, notably by creating a large inland sea protected from the North Sea by gigantic dykes. The work, which still continues in some places, is titanic!


Sociétés aux Pays-Bas


The Netherlands receives every year a large contingent of foreign tourists, attracted by the beauties of the city of Amsterdam, renowned for its architecture, and also for its internationally recognized freedom of expression. Many foreigners live in this country with free morals.


Corporate Taxation in the Netherlands

Corporate tax rate (IS)

Global CIT rate (%) 25

Corporate tax (IS) due dates

CIT return deadline Usually five months after the end of the company's fiscal year.
CIT final payment due date Tax is due within two months of the date of the assessment.
Estimated due dates for CIT payments In principle, within two months but the taxpayer can choose to pay in monthly installments.

Personal income tax rate (PPI)

Global PIT rate (%) 49,50

Personal income tax (PIT) due dates

PIT return due date May 1
IRP final payment due date Payment of the IRPP is due within six weeks of the date of the notice of assessment.
PIT estimated due dates Estimated income tax payments are due in terms of one-month payments in the event of a provisional tax assessment issued in the year to which the tax assessment relates.

Value added tax (VAT) rate

Standard VAT rate (%) 21

Withholding tax rate (WHT)

WHT rate (%) (Div / Int / Roy) Resident: 15/0 * / 0 *;

Non-resident: 15/0 * / 0 *

* As of January 1, 2021, there is a conditional WHT on interest and royalties, please refer to the section on withholding tax.

Capital gains tax rate (CGT)

Corporate capital gains tax rate (%) Capital gains are subject to the standard IS rate (25%). Capital gains on eligible participations are exempt from tax by virtue of the participation exemption.
Tax rate for individual capital gains (%) N / A

Wealth / Equity Tax Rate

Global wealth / equity tax rate (%) The Netherlands has no wealth tax, but it does have a tax on a fixed return on wealth. The overall effective tax rate is 1.60% on the value of a person's savings and investments.

Rate of inheritance and gift tax

Rate of inheritance tax (%) 40
Gift tax rate (%) 40


NA means Not Applicable (that is, the territory does not have the stated tax or requirement)
NP stands for Not Provided (i.e. information is not currently provided in this chart)