Doing Business in the Netherlands 2012 - American Chamber of ...

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Appendix I – Procedure for Incorporating a Dutch NV, a BV, or a Cooperative Procedure for the incorporation of a Dutch NV (Naamloze Vennootschap met beperkte aansprakelijkheid or a public limited liability company), a BV (Besloten Vennootschap met beperkte aansprakelijkheid or a private limited liability company) and a cooperative (coöperatie). Procedure 1. Execute a power of attorney by the incorporator(s) to sign the notarial deed of incorporation. 2. Open a separate bank account in the name of the company in incorporation. 3. Issue a bank statement to the notary confirming payment of the incorporation capital, or issue an auditor’s statement to the notary confirming the value of the contribution which at least equals the incorporation capital. 4. Execute the notarial deed of incorporation, including the Articles of Association. 5. Register the company or cooperative, managing directors and sole shareholder (if applicable) with the Trade Register of the Chamber of Commerce within eight days after execution of the notarial deed. * Steps 2 and 3 are not applicable to the incorporation of a cooperative. 266 Baker & McKenzie
Doing Business in the Netherlands 2012 Appendix II – Overview of Tax Rates Inbound Income Under Dutch Tax Treaties 1. Qualifying companies column The lower rate in the column generally applies if the recipient is a company that owns at least 25% of the capital to the voting power in the Dutch company, as the case may be. There may be special conditions or exceptions. 2. Interest column Many treaties provide for an exemption for certain types of interest, e.g. interest paid to the state, local authorities, the central bank, export credit institutions or in relation to sales on credit. Such exemptions are not considered in this column. The lower rates generally refer to interest paid by banks or on government bonds. 3. Royalty column Different rates in the columns generally refer to different types of withholding tax rates depending upon the type of royalty, e.g., copyright payments, payments for the use of films and computer software, payments for the use of patents, trademarks and know-how. Appendix Dividends Interest Royalties Country N.i.f. means tax treaty signed but not in force yet Reduced rate under tax treaty for qualifying participations Reduced rate under tax treaty for individuals and companies Reduced rate under tax treaty Albania 0%/5% 15% 0%/5%/ 10% Country Reduced rate Reduced rate Reduced N.i.f. means tax under tax under tax rate under treaty signed treaty for treaty for tax treaty Reduced rate under tax treaty 10% Reduced rate under tax treaty Baker & McKenzie 267
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Editorial Contributions Robert van
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Innovative ways to inform you Doing
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1 The Netherlands Doing Business in
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Steady-Course Policy Doing Business
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2 Legal Forms of Doing Business Doi
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2.3 Branch versus Subsidiary Doing
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4 The Subsidiary 4.1 Incorporation
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8 Commercial Contracts 8.1 General
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9 Real Estate 9.1 Ownership Doing B
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9.7 Leases Doing Business in the Ne
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10.5 The European Economic Area Doi
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12 Telecommunications 12.1 Market S
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12.9 Net Neutrality Doing Business
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14 Labor Law 14.1 Term Doing Busine
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14.4 Works Council Doing Business i
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17.5 Income Tax Ruling Doing Busine
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17.5.3 Status of the Employer Doing
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18.1.7 Non-Resident Shareholder Tax
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18.9 Tax Incentives Doing Business
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19.1.6 Rates Doing Business in the
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