регистрация компании в нидерландах (как ? где почитать ?)

Подскажите пожалуйста где можно почитать про регистрацию компаний в нидерландах ? Очень желательно (хотя не обязательно) на английском языке.

спасибо

ЗЫ не уверен что пишу в тот раздел куда надо =(

 

Подойдет?

 

General Info:

Netherlands corporate law, as laid down in Book 2 of the Civil Code, distinguishes between two types of limited liability company, namely:
- the "naamloze vennootschap or "N.V." (public company with limited liability); and
- the "besloten vennootschap met beperkte aansprakelijkheid" or "B.V." (private company with limited liability).

These types are referred to in this memorandum as "N.V." and "B.V." respectively, and together as "company".
The N.V. is more commonly used for a company which is to be listed on a stock exchange, or which is to engage in the business of banking, insurance or finance, but is not restricted to such situations. The B.V. is mainly privately owned, and is frequently used for smaller businesses or for group holding or finance purposes.

The corporate tax treatment of a company does not differ as such according solely to whether the company is a N.V. or a B.V.

INCORPORATION OF LIMITED LIABILITY COMPANIES IN THE NETHERLANDS


1.1.

NewCo BV will be incorporated by means of the execution by a civil law notary of a notarial Deed of Incorporation ("akte van oprichting"), which contains the Articles of Association ("statuten"). Once incorporated, the Articles may only be amended by notarial Deed of Amendment. Prior to incorporation, the final draft of the Deed of Incorporation or, prior to any subsequent amendments to the Articles taking effect, the Deed of Amendment must be submitted to the Ministry of Justice for approval, which, if granted, is evidenced by means of an endorsement of a Statement of No-Objection. A further requirement is that a bank statement evidencing the payment for the issue of shares (if in cash) or a description of the contribution and an auditors declaration thereon (if in kind) must be available at incorporation. The Deed, which must be in the Dutch language, is signed by or on behalf of the founder as well as by the civil law notary who is executing it. It currently takes about two weeks (this may vary subject to the Ministry's workload) to incorporate a company after all the relevant documents have been submitted to the Ministry of Justice.

1.2 Incorporator
The founder may be domiciled anywhere. The founder may be represented at incorporation by means of a written power of attorney. The founder will accordingly be the first shareholder of the company and in this memorandum the first shareholder will be referred to as the "incorporator", to distinguish it from shareholders in general.

2.INCORPORATION PROCEDURE

2.1 Ministerial approval
Prior to incorporation of a company, or an amendment of the Articles of Association taking effect, the Deed of Incorporation or Amendment must first be approved by the Ministry of Justice. The Ministry's approval is indicated by the endorsement of a "Statement of No-Objection" on the unexecuted (draft) Deed. In the case of an amendment it is (exceptionally) possible to first execute the Deed and subsequently apply for ministerial approval.

The Statement of No-Objection is required by law in order to ensure that there is no obvious likelihood that the company will be used for unlawful activities or that the corporate form will be abused. Accordingly, the Ministry must be supplied with certain details regarding the incorporator and the first managing (and supervisory) directors of the company. If the company is not incorporated within 3 months from the date of issue of the Statement, the Statement expires and the procedure must be restarted.

It used to take several weeks to obtain a Statement of No-Objection.


2.2 Bank Statement (cash contribution)
If payment on the issued shares is to be made wholly or partly in cash, a bank statement - issued by a bank established within the European Union but preferably a Dutch bank - must be available before or on the day of incorporation (see also § 2.6(a)). Immediately after incorporation of the company the notary must notify the relevant bank that the company has been incorporated.


2.3 Execution of the deed
The Deed of Incorporation can be executed as soon as the civil law notary is in possession of all the required documents, namely the Statement of No-Objection, questionnaire or Bank Reference, Declaration of Intent (if applicable), bank statement or (if payment is made in kind) description of contribution and auditor's statement, and (if applicable) power of attorney. Execution of the Deed of Incorporation establishes the corporate capacity of the company.

2.4 Commercial Register
Within eight days after incorporation, the company's data must be registered with the Chamber of Commerce in the District of the company's office address and certified copies of the Deed of Incorporation and the bank or auditor's statement(s) must be deposited. Companies are required to file details of all their managing directors, supervisory directors and proxyholders, in the case of the latter, such details to include the extent of their powers. If all issued and outstanding shares in the company are held by one individual or legal entity, certain data regarding this sole shareholder have to be registered also.

The filing must also include an estimate of the costs to be borne by the company, connected to the incorporation (capital tax, fees for notary and advisors, etc.).

Liability
Until the first registration of the Company with a Commercial Register has taken place, the managing directors, together with the company, are jointly and severally liable for the obligations of the company.

2.5 Register of Shareholders
The B.V. must have a register of shareholders. After the incorporation of the company the notary will prepare the register of shareholders. The register should be kept by the Management Board, at the office of the company. It must contain, inter alia, the name and address of each shareholder, the kind and number of shares held by each of them, the denomination and date of issue of the shares, the amount paid-in on each share, and pledges and other encumbrances. Any change in the above mentioned data should be up-dated in the register. Each entry and change thereto should be countersigned by or on behalf of the Management Board.

 

2nd part:

3.ARTICLES OF ASSOCIATION
The following information is required in order to draft the Articles of Association of the new company, and related documents:

1. a. Corporate Name (and result of name search).
b. Trade Name (and result of name search, if appropriate).

2. a. Official Seat (a city in the Netherlands)
b. Place of Business
c. Correspondence address (for Chamber of Commerce).

3. Objects or purpose of the company

4. a. Authorized Capital
b. Issued Capital
c. Paid-in Capital
d. Payment in cash with a bank declaration.

5. a. Type of Shares
b. Denomination of Shares

6. Blocking Clause:
- Offering System
- Approval System
- Combination

7. a. Representation of the Company (usually - in addition to the Management Board as a whole - either one or two members of the Management Board acting jointly)
b. restrictions on authority to represent the company
c Internal restrictions on management authority
d. Minimum number of members of the Management Board

8. Proxyholders, and the extent of their authority

9. a. Supervisory Board
b. Minimum number of members of the Supervisory Board

10. Places where general meetings may be held (must be located in the Netherlands)

11. Issues for which a qualified majority or unanimous votes of the general meeting are required

12. a. Financial year
b. First Financial year

13. Domicile and/or management facilities of a Trust Company in the Netherlands.

4.COSTS OF FORMATION.

(a) A fee of EUR 90.76 to the Ministry of Justice.

(B) A fee of approximately EUR 107,50 to the Commercial Register for an investigation on possible trade name infringements.

© The national fee schedule for the notarial fee for incorporation correlates to the amount of the authorized capital. In many cases, however, the fee is adjusted upwards to reflect the work involved. If the company will have an issued capital of EUR 18,000 (authorised capital of EUR 90,000) and the articles of association will be rather straight forward, the fee amounts to approximately EUR 2,500 ex VAT (19%). If the fee is adjusted further to the amount of work involved, it will be on the basis of an hourly rate: for civil law notaries notary: EUR 280 ex VAT and for an associate: EUR 245 ex VAT. A break down of all the work carried out for a period will be provided. We send our invoices on a monthly basis.

(d) The fee for other consultants (attorney, tax consultant and accountant) usually reflects the work involved.

(e) The fee for the bank issuing a bank statement regarding a cash contribution.
(f) The levy of the Commercial Register (correlates to the amount of the company’s equity).

 

Требования о стартовом капитале для BV в 18 000 евро возможно вскоре будет отменено (впрочем как и другие важные моменты для BV) в рамках упрощения деятельности мелких и средних предпринимателей. ( Законопроект находится в Raad van State для дачи заключения -т.е. даже при самом благоприятном стечении обстоятельств навряд ли вступит в действие в этом году, но перспектива довольно интересная)