Company formation in Netherlands

The Netherlands offers two options for registering a company with limited liability (LLC) of the shareholders: a public LLC or Naamloze Venootschap abbreviated as NV, and a private LLC, Besloten Vennootschap, abbreviated as BV.

Both the NV and the BV represent separate legal entities.

Read more:

• BV NV difference

A legal manner of opening a company in the Netherlands has to be followed. The more popular form of a company amongst both locals and foreigners is the Dutch BV (Besloten Vennootschap), which is quite similar to a private limited company.

The following are the main steps involved:

1. Choose your company name and have its availability registered through the Dutch Chamber of Commerce.
2. Draft the Articles of Association, which must be signed in front of a Dutch civil-law notary.
3. Register the company with the Chamber of Commerce (KvK), after which you’ll receive a registration number.
4. Open a Dutch business bank account and, if applicable, deposit the initial share capital.
5. Register for taxes, including VAT, with the Dutch Tax Authorities.

If you are a resident outside the EU, you may also need an address or representative locally. Service providers in the Netherlands are commonly utilized by most entrepreneurs to assist with correspondence, compliance, and documentation with the local authorities.

The Netherlands offers a mature and well-regulated environment for franchise businesses, making it a highly attractive destination for both domestic and international franchisors and franchisees. With a strong consumer market, a central location in Europe, and a culture that embraces entrepreneurship, the country supports a diverse range of franchising opportunities.

Since 2021, franchising in the Netherlands has been governed by the Franchise Act, which establishes clear rules to protect franchisees and ensure balanced relationships. This legal framework is mandatory for all franchise agreements involving Dutch franchisees.

Key Legal Requirements

• Pre-contractual Disclosure: Franchisors must disclose essential information (financials, contract terms, obligations) at least four weeks before signing any agreement.
• Balanced Franchise Relationship: The law regulates franchise dynamics, enforcing good faith, mutual consultation, and limits on unilateral changes to agreements.
• Goodwill & Non-Compete Clauses: Agreements must define how goodwill is handled upon termination. Any non-compete clause must be reasonable in duration and scope.
• Standard Contractual Practices: Franchise contracts must be transparent and subject to mutual agreement for significant changes.

Key Sectors for Franchising in the Netherlands

1. Food & Beverage (F&B)

The F&B sector is the most dominant in Dutch franchising. Popular franchise formats include:

• Quick-service restaurants (QSRs) like McDonald’s, Subway, Domino’s Pizza
• Coffee chains such as Starbucks and local café concepts
• Fast-casual dining and bakery brands like Bakker Bart and Kwalitaria

2. Retail and Supermarkets

The Netherlands has a strong retail franchise culture, including:

• Supermarket chains (e.g., SPAR, Albert Heijn franchise)
• Fashion and lifestyle brands
• Convenience stores and specialized retail outlets

3. Fitness and Wellness

Franchise opportunities in the wellness sector have grown rapidly, including:

• Gyms such as Basic-Fit (also operating across Europe)
• Personal training and boutique fitness studios
• Beauty salons and health spa concepts

4. Education and Childcare

With a growing demand for early learning and international education, franchises in:

• Language schools (e.g., English tutoring, test prep)
• STEM education and after-school programs
• Private childcare centers

5. Business Services and Consulting

Franchises in real estate, marketing, recruitment, and business consulting also operate in the B2B segment.

Offshore Company Corp assists investors in evaluating, registering, and structuring franchise businesses in the Netherlands. From legal incorporation to franchise agreements and tax optimization, we ensure a fully compliant and profitable entry into the Dutch franchise market.

Learn more: Franchise in the Netherlands - Discover the Best Opportunities

The Netherlands offers a strategic and innovation-driven environment for global entrepreneurs. As a founding EU member with access to over 450 million consumers, a robust legal framework, and world-class infrastructure, it is an ideal base for a wide range of international business models. Key business sectors open to foreign investors:

1. Holding and Investment Structures

The Netherlands is a global leader in holding company setups, thanks to its participation exemption regime, strong IP protection laws, and double tax treaty network. It's ideal for multinational groups managing dividends, royalties, and capital gains.

2. International Trading and Logistics

With access to the Port of Rotterdam and Schiphol Airport, the country is a gateway to the EU. Businesses in import/export, supply chain management, and global distribution thrive under its efficient customs and VAT system.

3. Fintech and Digital Services

Amsterdam is emerging as a European fintech hub. Opportunities include digital banking, blockchain solutions, payment platforms, and SaaS. The regulatory environment is innovation-friendly and transparent.

4. E-commerce and Online Business

Whether B2B or B2C, setting up an e-commerce company in the Netherlands gives you access to an affluent, tech-savvy population and cross-border digital commerce frameworks.

5. Renewable Energy and Clean Technology

With strong government incentives, foreign investors can engage in wind, solar, hydrogen, and circular economy technologies, aligned with the EU Green Deal.

6. R&D and High-Tech Manufacturing

From AI and semiconductors to biotech and life sciences, the Netherlands supports innovation through tax incentives like the Innovation Box regime and R&D wage tax credits.

At Offshore Company Corp, we assist entrepreneurs and corporate clients in setting up fully compliant Dutch entities. Whether you're forming a BV (Besloten Vennootschap), establishing a holding, or launching a tech startup, our team handles incorporation, substance planning, tax structuring, and bank account opening.

The requirements for BVs are almost identical to the ones for NVs, but there are some differences between the entities. The main ones are outlined below:

• a) Bearer shares can be issued only by NVs.
• b) Only NVs are allowed to list shares on the Exchange Market.
• c) The minimum share capital that needs to be issued and deposited for NVs is 45 000 EUR. No minimum requirement is set for BVs.
• d) NVs can buy back one tenth of the issued share capital while BVs can buy back the whole capital, on the condition that a single share giving the right to vote is owned by another party.

Read more:

• Doing business in the Netherlands
• Dutch BV taxation

According to the current Dutch legislation, no approval from the government is required for the official formation of a private LLC.

Dutch LLCs need to have a minimum of one Managing Director and a Shareholder. The assignment of Supervisors representing the Shareholders in the Managing Board of the company is optional.

The Director of a company with limited liability established in the Netherlands does not have to be a national or a resident of the country.

Even other corporations can perform the functions of Managing Directors. The Managing Board (composed of a minimum of one Director) deals with the administration and management of the LLC, its daily routine and business operations. The Managing Board represents the LLC.

In case the Board includes several members, the Articles / Memorandum of Association (AoA / MoA) must specify whether the Dutch LLC can be represented individually by each member, or joint action is required. Regardless of the distribution of obligations and tasks among the Directors, each of them can, generally, be held personally liable with regard to the company’s debts.

Read more: 

• Setting up a company in the Netherlands
• Netherlands company formation cost