Contact us
Eurofinanzza Services
Who we are
Offshore Introduction
Incorporating Offshore
Why Going Offshore
Why and when should I use Offshore
How to select an Offshore Jurisdiction
Structure of an Offshore Company
The Offshore for US Citizens
Going Offshore - Quick Answers
FAQ
Offshore Applications
Tax Planning – UK Citizens Working Abroad
Offshore Tax Planning Solutions - Musicians
Asset Protection
Estate Planning
Panama as a Banking Centre
The Best Banking Centers in the World
Overseas Jurisdictions
General information
Australia
Australia - Company Formation
Australia – Register a Branch of Foreign Corporation
Australia Company Formation - Incorporation Fees
Australia – Foreign Investment Regulation
Australia - Banking System
Australia – Financial Services Licensing Regime
Belize
Incorporating in Belize
Advantages to incorporate in Belize
Belize IBC Incorporation Fees
Setting up a Trust in Belize
Trust in Belize - Incorporation Fees
Mutual Funds in Belize - Incorporation and Fees
Bank Formation in Belize
International Insurance Licenses in Belize - Incorporation Fees
British Virgin Islands
Incorporating in BVI
BVI - Guarantee Company Formation
BVI - Offshore Mutual Funds
BVI - Incorporation Fees
BVI - License Fees
Canada
Canada incorporation - Introduction
Canada - For non Profit Corporations
Canada - Taxation
Canada - Incorporating in British Columbia
Canada - Incorporating in Nova Scotia
Canada - Real Estate Use of Offshore Companies
Canada - Offshore for Canadian Citizens
Canada - Incorporation Fees
Cayman Islands
Cayman Islands - Tax Exempted Company - Compliance Information
Cayman Islands - Incorporation Fees
China
China Business Services Overview
Doing Business in China - Forms of Entities
China - Representitive Office
Advantages of Hong Kong Holding Structure
China JV and WOFE Memorandum
Cook Islands
Cook Islands - General Features
Cook Island - Compliance and General information
Cook Islands - Wealth Protection Law
Cook Islands - Private Trustee Companies
Cook Islands - Trust Incorporation
Cook Islands
Cook Islands - Trustee Company - Incorporation Fees
Cook islands - Anonymous Confidential Tax Planning Asset Protections Structures
Cook Islands - Anonymous Confidential Structures
Cook Islands - Trustee Company - Incorporation Fees
Costa Rica
Costa Rica - Compliance Information
Costa Rica Double Taxation Treaties
Costa Rica -E-Gambling Corporation
Costa Rica - Incorporation Fees
Gibraltar
Incorporating in Gibraltar
Gibraltar - Tax Exempt vs. Non-Resident Companies
Gribraltar - E-commerce
Gibraltar Incorporation Fees
Trust in Gibraltar
Trust Formation in Gibraltar – Incorporation Fees
Hong Kong
Incorporating in Hong kong
Hong Kong Company Requirements & Formation Procedures
HK Non Profit Organization Charitable Institution
Hong Kong - Double Taxation Treaties
Hong Kong Taxation
Hong Kong – Double Taxation Agreement with Mainland China
Hong Kong Incorporation Fees
Opening Corporate Bank Account in Hong Kong
India
History of India - Overview
Investing in India - Country Incentives and Policy
Company Formation in India - Compliance Information
Taxation System in India
Company Formation in India - Incorporation Fees
Registration of Licensed Online Pharmacy
Isle of Man
Incorporating in Isle of Man - Limited Liability Company
Incorporating in Isle of Man LLC - Incorporation Fees
Jersey
Jersey Offshore Company incorporation
Trust formation in Jersey
Trust Formation in Jersey Islands – Incorporation Fees
Incorporating in Jersey – Tax Exempted Company – Incorporation Fees
Madeira Islands
Madeira Offshore - an International Business Centre
Incorporating in Madeira Islands
Taxation and Tax Treaties
Madeira - Incorporation Fees
Madeira - Links and Downloads
Mauritius
Mauritius Offshore Incorporation
Mauritius GBCII – Incorporation Fees
Nevis
Nevis - Company Formation
Nevis - Corporate Structures
Nevis - Limited Liability Company
Nevis - Trust Formation
Nevis - Offshore Bank Formation
Nevis LLC – Limited Liability Company – Incorporation Fees
New Zealand
New Zealand - Jurisdiction Information
New Zealand Look-Through Companies (LTC)
New Zealand - Company Statutory Information
New Zealand - Company Limited by Shares - Incorporation fees
New Zealand Foreign Trust - Overview
New Zealand - Incorporation of Foreign Trust
New Zealand Foreign Trusts - Incorporation Fees
How to Incorporate your New Zealand Asset Protection Structure
New Zealand Financial Services Company
New Zealand Finance Companies – FSP Licensed - Registration Fees
Offshore Banking Software for Financial Institutions
Links, Resources, International Compliance and Banking Regulations
Panama
Panamanian IBC
Panamanian IBC - Incorporation Fees
Trusts & Foundations - General Overview
Panamanian Trusts
Panamanian Trusts - Incorporation Fees
Panamanian Private Interest Foundations
Panama – Private Interest Foundation – Incorporation Fees
Panamanian Financial Corporations - Formation and Fees
Panama – Mutual Funds and Investment Corporations
Panama - Offshore E-commerce Solutions - Services and Fees
Seychelles
Incorporating in Seychelles
Incorporating an IBC in Seychelles – Incorporation Fees
St. Vincent & Grenadines
St. Vincent & the Grenadines – Jurisdiction Information
Advantages to incorporate in St. Vincent & the Grenadines
St. Vincent & the Grenadines – IBC Incorporation
St. Vincent & the Grenadines – Trust Formation
St. Vincent & the Grenadines – Mutual Funds
St. Vincent & the Grenadines – Offshore Bank Formation
St. Vincent & the Grenadines – Insurance Companies
St. Vincent & the Grenadines – Legal and Taxation Regime
St. Vincent & the Grenadines – IBC Incorporation Fees
Turks & Caicos
Incorporating in Turks & Caicos
Turks & Caicos – IBC Formation – Incorporation Fees
United Arab Emirates (UAE)
Incorporating in Dubai
Advantages to Incorporate in Dubai
Company Formation in Dubai
Incorporating in Dubai - Incorporation Fees
United States of America
Incorporating in US - C vs S Corporations
Forming a “C” Corporation in USA Delaware - Fees
US LLC - Limited Liability Company - Tax Advantages
The State of California
The State of Delaware
Advantages to incorporate in Delaware
The State of Florida
The State of Nevada
The State of New York
The State of Oregon
US LLC - Incorporation Compliance
US LLC – Limited Liability Company – Incorporation Fees
Delaware Series LLC - Fractional Ownership Purposes
Delaware Series LLC - Fractional Ownership Purposes - Incorporation Fees
US - incorporation States
US Foundations - Non profit Corporations
US Foundations – Non Profit Corporations - Articles
US Foundations – Non Profit Corporations – By-Laws
US Corporation Annual Fees
Uruguay
Uruguay - Incorporation Features
Investing in Uruguay
Uruguay SAFI and SA Company Formation - Incorporation Fees
 
 
 
 
 

 


THE NETHERLANDS


INCORPORATING A DUTCH
PRIVATE COMPANY

A private company with limited liability under the laws of The Netherlands (a "B.V.") is incorporated by one or more persons, or legal entities by notary deed of incorporation, which includes the articles of association.

The deed is drawn up in Dutch and is executed before a civil law notary in the Netherlands. The deed of incorporation may only be executed after a draft thereof has been provided to the Netherlands’ Ministry of Justice and the Ministry has verified that there have appeared to be no objections to the incorporation.

The review of the Ministry of Justice is aimed at securing that the articles of association do not violate the provisions of Netherlands law. Furthermore, it enables the Ministry to check the background of the incorporators, members of the board of directors and possible members of the supervisory board of the company to be incorporated.

Currently, a certificate of no objection may be obtained from the Ministry within 3 or 4 weeks after application. In case of extreme urgency the procedure may be shortened.

For the incorporation of a B.V. the following information and documents are required:


1. The proposed name and official address of the company to be incorporated and at least two alternative names, in case the name is rejected by the trade register of the Chamber of Commerce of the district in which the company is to be situated.

2. The authorized and issued capital (minimum Euros 18,000), as well as the nominal value of each share. Payment on shares may be made either in cash or in kind. The issued capital should amount to at least 20% of the authorized capital and at least 25% of the issued capital must be paid up (with a minimum of Euros 18,000). If payment on the shares is made in cash, a statement thereof must be provided to the civil law notary by a registered banking institution (which is subject to governmental control in one of the member states of the European Economic Area) and attached to the deed of incorporation. The statement must state that the amount:

• will be at the disposal of the company immediately after its incorporation; or
• was in a separate account on a fixed date, no earlier than 5 months prior to the incorporation, which, after the corporation, shall be exclusively at the disposal of the company.

If a contribution in kind is made on the shares, the incorporator has to prepare a description of the contribution, stating the value attributed thereto and the valuation method applied. A Dutch certified public accountant is to provide a statement on the value of the contribution. This statement must be appended to the deed of incorporation. However, a description and a auditor’s statement are not required if the incorporator has waived the same and if the incorporator or an affiliate thereof which has subscribed for the shares meets the following requirements:

• the incorporator or an affiliate has deposited with its Trade Register a certificate to the effect that it assumes joint and several liability for the debts arising from any legal acts of the company;

• its last balance sheet with explanatory notes has been adopted and audited in accordance with the applicable law and in accordance with the Fourth Directive on Company Law of the European Communities and a copy thereof and of the auditor’s statement in the Dutch, French or German or English language is deposited in accordance with the law at the office of the Trade Register and no more than eighteen months have elapsed since the balance sheet date;

• the shareholders’ equity of the incorporator or its affiliate shown in the balance sheet as here above referred to exceeds the paid-up nominal value of the shares on which a contribution is made after the balance sheet date.

3. The articles of association of the company to be incorporated need to contain at least the following information:

• name and registered seat;
• the object of the company’s business;
• a provision regarding limitation or transferability of the shares (either a right of first refusal for the other shareholders if shares are offered for sale or prior approval from a corporate body, or any proposed share transfer, or for a combination of both);

• sole or joint signatory powers for members of the board of directors;
• whether the company will have a board of supervisory directors;
• financial years and first reporting date.

4. The incorporating company needs to provide the following:

• its full name, registered seat and office address;
• a copy of its articles of association;
• a certificate of its registration at the Chamber of Commerce or a similar institute;
• a copy of its latest annual accounts;
• a bank reference of good standing.

The Ministry of Justice may also ask for the names of the shareholders of the incorporating company.

5. In case one or more of the managing directors of the new company is an individual, the following is to be provided with respect to each of them:

• full name and home address;
• date and place of birth;
• nationality;
• marital status;
• copy of the pages of the passport containing his personal data and signature.

For any managing director who is a Dutch citizen, a completed questionnaire, issued by the Ministry of Justice, is required. A director who is not a Dutch citizen requires a bank reference of good standing, unless it can be proven that such a person is an employee of the incorporator, in which case no bank reference is required.

6. In case one of the managing directors of the company to be incorporated is a legal entity, the following is required:

• full name, registered seat and office address;
• a copy of its articles of association;
• a certificate of registration of the incorporator, issued by the local Chamber of Commerce or a similar institute;
• latest annual accounts;
• if the director is a Netherlands company a completed questionnaire issued by the Ministry of Justice.

7. A statement of the incorporator confirming that the incorporator does not intend to transfer the shares of the B.V. or to appoint new directors within 1 year after incorporation.

8. A duly signed, certified, legalized and apostilled copy of a power of attorney. This document requires special attention, as we will need to prove to the civil law notary that: (i) the signature on this document indeed belongs to the person named thereon and (ii) such person is duly authorized to grant the power of attorney on behalf of the incorporator. In the U.S. (and possibly also in other countries) the former is usually evidenced by a legalization of the signature by a notary public.

The signature from the notary public should be certified by an apostil. The authority of the signatory to represent the incorporator can be evidenced either by an opinion to that effect by a law firm or by a recent certificate by the appropriate state authority from which the authority of the signatory appears. While waiting for the certificate of no objection to be issued, the B.V. in the process of incorporation may be registered as such at the Trade Register of the Chamber of Commerce.

For such registration the following information is required:

• the name of the company (with the addition "i.o.", indicating that the company is in the process of incorporation);
• a certificate of registration of the incorporator;
• a short description of the business operated by the company;
• the number of people working for the company;
• statutory seat and office address;
• personal data, such as name, address and nationality of the company’s directors;
• a letter from the notary public entrusted with the incorporation, in which is stated that the company is in the process of incorporation;
• personal data of all persons (if any) other than the directors, granted with powers of attorney to represent the company.

Prior to the incorporation any person of entity may enter into contractual agreements on behalf of the B.V. in the process of incorporation, which has been registered as such.

Upon incorporation, the company’s board of managing directors may ratify all legal acts performed on behalf of the company prior to its incorporation.

Upon such ratification the company is bound with retroactive effect. Prior to such ratification, any person who acted on behalf of the company is personally liable for those acts. Upon ratification such personal liability ceases to exist.

A B.V. in the process of incorporation is not able to incorporate legal entities.

OFFSHORE INCORPORATION SERVICES
COMPANY FORMATION & MANAGEMENT SERVICES
TAX PLANNING AND ASSET PROTECTION SOLUTIONS
INTERNATIONAL BUSINESS COMPANIES
HOLDING COMPANIES
PRIVATE LIMITED COMPANIES
LIMITED LIABILITY COMPANIES
LIMITED LIABILITY PARTNERSHIPS
TRUSTS
PRIVATE & FAMILY FOUNDATIONS
BANK FORMATION
PANAMANIAN LICENSED FINANCIAL CORPORATIONS
NEW ZEALAND OFFSHORE FINANCIAL INSTITUTIONS
SECURE & CONFIDENTIAL NOMINEE STRUCTURES
INCORPORATION IN EUROPE AND
MAJOR INTERNATIONAL OFFSHORE CENTRES
OFFSHORE BANKING
WORLDWIDE FULL SERVICED VIRTUAL OFFICES

FREE CONSULTANCY

info@eurofinanzza.com

European Jurisdictions
Andorra
Austria
Cyprus
Czech Republic
Denmark
France
Greece
Hungary
Italy
Latvia
Liechtenstein
Luxembourg
Malta
The Netherlands
Portugal
Republic of Ireland
Spain
Sweden
Switzerland
United kingdom
Shelf and Aged Companies
Nominee Structures
Virtual Offices
Offshore Banking
Offshore e-Commerce
VAT
Website Design
Relative Services
Currency converter
Contact us
Menu