Why Branch Registration in the Netherlands is Important to consider as option to enter a new market
Registering a branch is an efficient, cost-effective way to expand your business into a foreign market. The Netherlands, with its robust...
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Are you planning to appoint a new director for your Dutch company? House of Companies provide a full overview of the required steps, forms, and procedure.
The appointment of a director of a Dutch company is quite straightforward, since a Dutch notary is not involved.
However, the appointment will have to be done at the Dutch Chamber of Commerce, and the new director will have to be properly identified. This can be done in 2 ways:
A meeting can be scheduled at the Chamber of Commerce for the new director
Without visiting the Netherlands, by providing legalised documentation
In order to resign a director, no visit of the former director is required. That process can be handled via mail, without any legalisation.
Involving the shareholders to appoint a new director
A director of NVs and BVs is appointed and dismissed by the General Meeting of Shareholders (AGM) or Supervisory Board (SB). The decision is taken on the basis of the procedure stated in the articles of association. If a director is appointed, he will also be registered as a representative of the company in the trade register of the Chamber of Commerce. His authority to represent can also be limited by this registration. For example, it can be stipulated that a director may only enter into agreements on behalf of the company with a financial interest of less than EUR 50,000.
IMPORTANT FACTS
Reporting a change is free. Is there a registration of a new company, continuation, takeover, division or merger whereby a new registration in the Trade Register is created with a new Chamber of Commerce number? Then you pay a one-time registration fee of € 50.00.
You can request a new extract after the change. A paper extract costs € 15.00 and you will receive it by post. A digitally certified extract costs € 7.50 and you will receive it by e-mail.
In most cases, the new director must personally visit the Chamber of Commerce with the completed form and a valid ID. Only associations and foundations without an active business operation, can appoint a director via submission of the form via mail.
The Form can be completed online (but the original will also have to be mailed, if you are not able to verify your identify via a Dutch bank account, or other verification method) , see the KvK online Portal impression below. Our Dashboard also provides a full tutorial on how to deal with the KvK, and appoint or resign a director
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Scenario 1: A personal visit by the new director
You can easily schedule a meeting for the new director at the Chamber of Commerce in order to sign the required appointment forms and to get identified.
The meeting can be scheduled online via this form.
The corporate changes will be processed immediately, and a new Chamber of Commerce extract can be requested (at extra charge of 15 EUR) during the meeting.
For this option, you will need the following documents.
Preparation phase:
- Passport copy
- Scanned copy of the proof of address (not older than 3 months)
- The date on which the new director will be appointed
During the appointment with the Chamber of Commerce
- Original valid passport
- Legalized with apostille proof of address of the new director (cannot be older than 30 days during the appointment)
- An original signed form from the Chamber of Commerce of the current director)
- Copy of the signed board resolution (INCO can prepare this for you if preferred)
- Copy of the passport of the current director
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Scenario 2: Remotely; Legalize your KYC documents and signature!
You will need to prepare some documents for signing, the documents need to be signed in original by the current and new director. It will take around 7-10 working days before the changes are visible upon receipt of the necessary documents.
For this option, you will need the following documents.
Preparation phase:
- Passport copy
- Scanned copy of the proof of address (not older than 3 months)
- The date on which the new director will be appointed
The documents listed below should be sent to the Chamber of Commerce
- Originally signed and legalized with apostille form for the appointment of the new director, by the current and new director (we will provide you with the exact signing and legalization requirements)
- Legalized with apostille passport copy of the new director
- Legalized with apostille proof of address of the new director (cannot be older than 30 days)
- Copy of the signed board resolution
- Copy of the passport of the current director signing on behalf of the company
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Category | Business Formation
This article will inform you on the different types of Dutch legal entities
How to start a sole proprietorship in the Netherlands in a few simple steps.
A holding company is really just a BV (Private Limited Company).
In this article we will explain you the details of the Formation Deed, and why they are so important.
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Our Services
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What is House of Companies?House of Companies is in first instance a new concept in offering flexible office solutions and registered office addresses, covering more than 4.000 locations. Aside from full service office facilities (from dealing with your mail, to answering the phone) , we offer a ‘branch out membership’ which provides you the tools to start a new business, or keep your business running, at the lowest costs possible. House of Companies is located at an amazing mansion, on a 50.000m2 estate in the Netherlands offering room for hundreds of companies. But we also offer +4.000 locations in cooperation with partners.
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Can anybody use the services of House of Companies?Yes, basically anybody can use the services of the House of Companies. Even if you are not an entrepreneur yet! Our services are very low-key which allows companies of any sizes to expand overseas. We do have a strict onboarding process in place, and don’t deal with companies focused on tax avoidance, or who have operations in sanctioned countries, as well as certain sensitive industries.
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Is using a registered office address legal?Yes, 100% legal! Our team has over 10 years experience in providing registered office services, and our locations meet the standards of the Dutch Chamber of Commerce. Our locations provide a full time reception, and our locations are always able to provide you a working space when need be.
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Do I pay taxes when I use a virtual office in the Netherlands?A ‘virtual office’ typically does not pay taxes (yet). This is not due to a special tax status, but simply because a virtual office has no actual operations (or substance) yet (or has not started to make a profit, doing sales, or employing staff). In fact, a ‘virtual office’ is typically considered a ‘representative office’ and is not required to be registered at the Chamber of Commerce. Such requirements might change, once you perform any actual services from the Netherlands, or goods are stored and processed here. In case of doubt, it might be necessary to discuss your situation with a lawyer or accountant, but much information on this topic is available in our Dashboard.
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Does a Dutch company require a local address?In many cases a local company registration requires a local business address. Especially in (Western) European countries this is very common. There are some exceptions, especially in case of a branch registration (or a representative office). A registered office address is required to receive official government letters, and in come cases also to open a local corporate bank account.
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Can my Dutch business open a bank account?Yes, a business dealing on the Dutch market can also open a corporate bank account. However, this is becoming more challenging. House of Companies can inform you about European banks that can open bank accounts for any kind of European entity, without a visit to the bank required.
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When is a registered office address convenient for me?A registered office address is convenient for any kind of business, that is planning to expand to a new market, and is taking it step by step. A registered office address (or virtual office) allows you to explore a new market, while limiting your expenses. It’s not about being ‘virtual’, but it’s about avoiding as much bureaucracy and legal expenses as you can, while your business is not yet at its full capacity. Our tools allow you to get an understanding of the legal framework of a country, so you are able to make the decisions for yourself, rather than having to rely on an accountant or lawyer.
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Can I really submit my corporate tax return myself, without any charges?"Yes, anybody can submit their corporate tax return themselves, without any help from an accountant. Our Dashboard provides you the detailed information, step by step, on how to login to your online Tax Portal, and to file your tax return. Obviously, the more complicated your company activities (and transactions) the more complex your tax return will look like. But if you have almost no operations, then you can save thousands of euros in accounting fees, without requiring any accounting skills! Once your company grows, we offer more detailed information, so you can learn along the way. Or you can decide to involve an accountant at that stage.
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