Setting Up a Dutch Business; All You Need to Know about Managing the Company Remotely

A Dutch business can bring many business opportunities. The Netherlands can be a great base for import into the EU, has low corporate tax rates and offers access to many consumers. Not all entrepreneurs intend to run their Dutch business by moving over to the Netherlands. As a result, the question arises if you really need to be present in person to start and operate a Dutch business.

Can you incorporate a Dutch company remotely?

Company formation can take place based on a power of attorney in the Netherlands. It a required to have this proxy to be legalised by a notary or lawyer and, in some situations, provided with an apostille. The registration of a director with the trade register can be arranged remotely too on the basis of a copy passport certified by a lawyer or notary and original proof of address.  The conclusion of the rent agreement for a virtual office in the Netherlands also does not require a visit. Under Dutch law a scan of a signed agreement is legally binding.

Can a director of a Dutch company be non-Dutch?

Dutch corporate law does not provide many restrictions to limited liability companies, which provides a high level of flexibility and is beneficial for shareholders agreements. The Dutch civil code also does not contain any provisions nationality or residency. A non-Dutch national residing outside the Netherlands can be appointed as a board member of a Dutch company and be fully functional.

Can a Dutch director be required for tax reasons?

For any type of business activity, it is recommendable to visit the Netherlands now and then to have the key decisions taken in the Netherlands. Depending on the type of business or residency of the director, there can be additional regulations applicable. Holding, finance and royalty conduit companies require to apply with certain substance requirements in case these activities comprise 70 per cent or more of their activities. For these companies not having a Dutch resident director or registered address, while having tax treaty benefits, can result to an exchange of information with the authorities of the relevant countries. Before being appointed as a non-Dutch resident director, it is also advisable to check with a local advisor if this will have any implications in the country of residence.

Can a corporate bank account be opened remotely?

The majority of Dutch financial institutions want to meet at least one of the board members as part of the bank account opening procedure. Most Dutch brick-and-mortar banks check the presence of the business and are often not willing to open bank accounts in case the company is not planning to have staff or directors in the Netherlands. An exemption are the online banks such as Mistertango, revolut and Transferwise. With these banks the account opening process can be fully executed remotely. A disadvantage of online banks is that the spectrum of services is limited. However, for starting businesses it is often only relevant that the bank account can be opened fast, fees are low and that there will be access to the SEPA system.

How can my Dutch company obtain a VAT number?       

The registration of a Dutch company with the trade register will trigger the issue of a VAT number by the tax authorities. The fact that a newly incorporated company has a no Dutch resident director can be an argument for the tax authorities to request an information request to assess the business’ Dutch substance. This can suspend the issue and potentially even lead to the denial of a VAT number if not much activity occurs in the Netherlands. A Dutch corporate services company can bring outcome by increasing your company’s tax substance.

Conclusion: can a business be set up and operated remotely?

A Dutch company can be set up and operated remotely easily. Still, it is advised to plan regular visits to have the decision-making take place in the Netherlands. Holding, finance and licensing companies are required to meet certain tax substance requirements. Having a non-Dutch director can be an obstacle for opening of accounts with banks or obtaining a VAT number. Herewith, a local adviser can assist to solve the issue.