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Jurisdiction Guide · Continental Europe

Netherlands.

The Netherlands is Europe's traditional gateway: a stable, English-speaking environment supported by Rotterdam, Schiphol and flexible company law. Dutch companies remain central to European holding structures and are frequently selected as regional headquarters by U.S. and Asian groups.

VineModa Jurisdiction Guide

5%
Participation threshold
95
Tax treaties
€0
BV minimum capital

Selecting the right jurisdiction is the first structural decision in any cross-border venture, and it is rarely reversible without cost. This guide is a practical orientation for founders, investors, family offices and corporate groups. Our specialists translate these general observations into a structure fitted to the specific transaction, ownership profile and operating footprint.

The commercial case

Why
Netherlands

01

A participation exemption for qualifying dividends and gains from shareholdings of 5% or more.

02

Corporate income tax of 19% on the first EUR 200,000 and 25.8% thereafter, with a 9% innovation box for qualifying IP.

03

No withholding on interest or royalties to treaty or non-low-tax jurisdictions, plus extensive tax and investment-protection networks.

04

Flexible BV law permits non-voting and profit-less shares with no minimum capital.

05

A multilingual workforce, expatriate incentives and an English-language Commercial Court.

06

Advance tax certainty is available to structures with genuine Dutch substance.

Structuring options

Choice of entity.

The appropriate form depends on ownership, fundraising, tax profile, regulation and the intended operating footprint.

01

Besloten Vennootschap

B.V.

The flexible private company used for operations, European holding, finance and joint ventures, with no minimum capital and adaptable voting, dividend and transfer rights.

02

Naamloze Vennootschap

N.V.

The public company for listed groups, regulated institutions and businesses requiring a public-company profile.

03

Coöperatie

Cooperative

A membership entity with flexible terms and limited or excluded member liability, useful for multi-investor platforms.

04

Commanditaire Vennootschap

C.V.

A limited partnership used for funds and co-investment and generally treated as tax transparent under the reformed regime.

05

Stichting

Foundation / STAK

A memberless foundation; the STAK variant separates economic and voting rights for employee plans, families and orphan structures.

06

V.O.F. and Maatschap

Partnerships

Transparent partnerships with unlimited partner liability, used primarily for professional practices and smaller ventures.

07

Branch of a Foreign Company

Branch

A registered extension taxed on Dutch-source profits, used where separate legal personality is unnecessary.

How we can help

From jurisdiction to working structure.

Jurisdiction selection is only the starting point. Each structure carries formation, licensing, banking, substance, reporting and ongoing governance requirements that differ materially by jurisdiction. VineModa assists with incorporation, registered office and agent services, company secretarial and director services, bank account opening, tax registration, compliance coordination, and multi-jurisdictional holding, operating and wealth-planning structures.

This information is a general summary, is subject to change, and does not constitute legal, tax or investment advice. Advice tailored to the client's circumstances should be obtained from appropriately qualified advisers before acting.

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