Company Registration in Rotterdam | How to set up a limited liability company
MD Lawyers International Law Firm
Our Lawyers in Rotterdam, The Netherlands may assist you in company registration. We set up and incorporate limited liability companies in Rotterdam (B.V) or joint stock companies (N.V.). We may also assist you in finding a reliable trust office which will manage your company. The main requirements of the B.V. company are described starting from the article 175, book number 2 of the Dutch civil code. It is important to have a professional advice in order to incorporate the company properly, following the steps below:
  • as a first step, our attorneys will advise the Client on the best type of company according to his concrete needs. We often advise to register a private limited liability company in Rotterdam (‘besloten vennootschap’, or ‘B.V.’) for most of the activities. 
  • ​Once the type of company is chosen, we draft customized articles of the association. It is important to regulate the company rules according to the needs of the shareholders and of the director/board of director, in order to avoid a standard Statute that will not give the possibility of an easy and peaceful handling of the company. This is clearly evident when it is incorporated a company with more than one shareholder or with more than one director.
  • After our Law Firm in Rotterdam prepares the Articles of the Association we will set a meeting at the Notary for their authentication, which is the formal requirement to consider the company incorporated.
  • Our Lawyers provide also the dued assistance to open a bank account of the company in any bank in the municipality of Rotterdam. 
  • After the registration of the company it is necessary to pay the share capital  that shall be at least is EURO 0,01 (one cent). The paid up share capital must be remitted to the bank account of the company after the Notary has registered the deed of incorporation. It is very important to comply to this obligation. In case of bankruptcy the receiver will have to investigate whether the paid capital was indeed remitted into the bank account of the company. When this has not been done the director is personal liable for all debts of the company.
  • The company must have a registered address in Rotterdam. The Chamber of Commerce will only accept a request of registration of the address when a copy of the rental agreement is forwarded. Only when the address of the company is the private address of the director it is not necessary to send a copy of the rental agreement. Our Law Firm will help you to register and find your address in a proper way.
  • After the set up of the limited liability company in Rotterdam, the director of the company will receive a letter from the Tax Authorities with a list of questions regarding the activities of the company. On base of the answers, the Tax Authorities will decide whether the company will be commercially active. If so, the company will have the obligation to fill in VAT returns every quarter of the year. If the company hires local personnel, the Tax Authority will also decide that the company has to fill in loan tax returns every month. 
  • After the closing of the calendar year the director must take care of the yearly accounts of the company. Also every year the company tax return must be filed. 
The main features of a limited liability company in Rotterdam are:
1.    The low taxes on profits until 200.000,00 euros: in 2019 the taxation is 19%, in 2020 will be 16,50% and in 2021 will be 16%.
2.    The low taxations on profits above 200.000,00 euros: in 2019 the taxation is 25%, in 2020 will be 22,55% and in 2021 will be 20,25%.
3.    Even foreign citizens may be shareholders or directors of a limited liability company in The Netherlands. It is not needed to hire someone local.
4.    The liability of the shareholders (who are not directors) is limited to the value of the share capital proportionally to the shares held.
FAQ:
Is it compulsory to register the limited liability company in front of the Notary?
Yes, it is compulsory, we may help you to find a reliable Notary in Rotterdam.
Is it possible to have a foreigner director of a company?
Yes it is possible, the director can be of any nationality.
Is it possible for a foreign citizen to be a shareholder of a dutch limited liability company?
Yes it is possible, with the same limits of the directors.
Is there a minimum number of shareholders or directors required by the Dutch Law?
No, there can be also one director or one shareholder.
Do I have to draft the articles of the association or there is a standard model?
Normally the articles of the association are customized and they are written by the lawyers in order to satisfy the needs of the Client. There are also standard forms, but we never advise our Clients to regulate the life of the company with a document that is not customized.
Do I need an effective office in Rotterdam to form a new company?
To set up a company in Rotterdam it is needed an office (to be purchased or rented). A virtual office  may be possible with a rental agreement but the authorities may not accept it.
Are the shareholders or the directors of a limited liability company liable for the debts of the company?
In general the shareholder are not liable for the debt of the company (their liability is limited to the share capital paid up from them). For the director it is different. The director may be considered liable - responding with his own patrimony - in case he made some misconduct that created a damage to the company.
Is it possible to register a limited liability company in Rotterdam paying just 0,01 euro of share capital?
Yes, this is the minimum needed. It is always advisable to set up a business with an higher share capital or the risk will be not to result reliable to third parties or suppliers.
Which are the main taxes for companies required by the Dutch State?
The company tax starting from 19%, depending on the turnover, if under or over 200.000,00 euros of profits.
What is the rate of the VAT inThe Netherlands?
Vat is 21% currently.
I want to do business in Rotterdam  but I want to keep my foreign company and not open a different entity. How can I do?
Our attorneys in Rotterdam may help you with a different operation: we can set up a permanent establishment of the foreign company in Rotterdam..
​Does the registration of a limited liability company entitle a non UE Citizen to obtain a Visa?
No it doesn't, apart if you have a strong business plan for an innovative company.
Our Lawyers look forward to cooperate with you in the formation of a new company in Rotterdam.