A Beginner’s Legal Roadmap for Starting a Business in the Netherlands
Starting a business in the Netherlands is an attractive option for entrepreneurs from around the world. The country offers a stable legal system, a strong economy, access to the EU market, and a business-friendly environment. However, understanding the legal steps involved is essential to setting up your business correctly and avoiding costly issues later.
This beginner’s roadmap outlines the key legal considerations every founder should know when starting a business in the Netherlands.
1. Choosing the Right Legal Structure
One of the first and most important decisions is selecting the appropriate legal form for your business. Common options include:
Sole proprietorship (Eenmanszaak): Simple to set up, but the owner is personally liable for debts.
Partnerships (VOF / CV): Suitable for multiple founders, with shared responsibilities and liabilities.
Private limited company (BV): The most popular choice for startups and international founders, offering limited liability and credibility.
For most growing businesses and international entrepreneurs, a Dutch BV is preferred due to its flexibility, investor-friendliness, and limited personal liability.
2. Incorporation and Registration
Once the legal structure is chosen, the company must be formally incorporated. For a BV, this involves:
Drafting articles of association
Executing a notarial deed of incorporation
Registering the company with the Dutch Chamber of Commerce (KVK)
After registration, the company will receive a KVK number and be automatically registered with the Dutch tax authorities.
3. Understanding Immigration Requirements
Non-EU founders must ensure they have the right to live and work in the Netherlands. Common immigration routes include:
Dutch-American Friendship Treaty (DAFT) for U.S. entrepreneurs
Startup visa or self-employed residence permit
Highly Skilled Migrant permit for key personnel
Each route has specific requirements related to business activities, income, and compliance. Immigration planning should be aligned with company formation from the start.
4. Tax Registration and Compliance
Every Dutch business must comply with tax obligations, including:
Corporate income tax
VAT (BTW) registration and filings
Payroll taxes if employing staff
Startups should also consider transfer pricing, substance requirements, and international tax implications early on, particularly if operating across borders.
5. Employment and Contractor Rules
Hiring employees or contractors in the Netherlands comes with strict legal requirements. Employers must comply with:
Dutch employment contracts and dismissal rules
Minimum wage and holiday pay regulations
Social security and pension obligations
Misclassifying contractors or failing to follow employment law can result in significant legal and financial risks.
6. Corporate Governance and Ongoing Obligations
Once operational, companies must meet ongoing legal obligations, such as:
Maintaining proper corporate records
Filing annual accounts
Holding shareholder and board resolutions
Ensuring compliance with Dutch corporate and tax law
Good governance from the beginning supports future growth, investment, and exit opportunities.
7. Protecting Your Business
Startups should also address legal protections early, including:
Shareholder agreements
Founder arrangements
Intellectual property ownership
Commercial contracts with clients and suppliers
Clear legal documentation helps prevent disputes and protects the long-term value of the business.
Conclusion
Starting a business in the Netherlands offers exciting opportunities, but success depends on getting the legal foundation right from day one. From choosing the right structure and immigration route to managing employment, tax, and governance obligations, early legal guidance can make all the difference.
RPS Legal supports entrepreneurs and startups at every stage — from incorporation and immigration to ongoing compliance and growth.
This article is intended for general informational purposes and does not constitute legal advice.