• Step 1. Obtain initial high-level tax/and legal advice on structure

    Procedure
    Dutch advisor should comment on tax/and legal requirements of intended set-up.

    Timing
    10 business days

    Executer
    Dutch (tax) advisory firm

  • Step 2. Incorporate DutchCo

    Procedure
    Engage with Dutch notary, who will draft PoA for incorporating person or body and draft the articles of the to be incorporated company.

    Timing
    5 to 10 business days

    Executer
    Dutch notary

  • Step 3. Provide local director

    Procedure
    Provide local director(s) to enable to local company to comply with local substance requirements (at least 50% of board should consist of resident directors).

    Timing
    5 to 10 business days

    Executer
    First European

  • Step 4. Draft and/or negotiate local merchant agreements with PSP

    Procedure
    Current merchant agreements with US PSP’s may need to be amended or appendices need to be added to ensure the local entity will be collecting local revenue at regional interchange rates.

    Timing
    10 to 30 business days

    Executer
    US payments team and First European can assist

  • Step 5. Open bank accounts

    Procedure
    Bank account(s) in the name of the DutchCo should be opened. Can be a bank in any jurisdiction as long as local board is managing the bank account.

    Timing
    10 to 90 business days

    Executer
    Finance or Treasury team or First European can assist

  • Step 6. Register DutchCo with local authorities

    Procedure
    Upon incorporation DutchCo will be registered with the local Chamber of Commerce and a tax identification number will be issued. In case applicable specific VAT and wage tax numbers can be applied for and DutchCo will be registered with the Dutch Central Bank.

    Timing
    2 to 5 business days

    Executer
    Dutch notary and/or First European

  • Step 7. Look for office space (in case desired)

    Procedure
    When local staff will be hired looking office space will be required. There are multiple commercial lease opportunities in Amsterdam and surrouding areas.

    Timing
    10 to 30 business days

    Executer
    Amsterdam in Business and/or First European

  • Step 8. Recruit local staff

    Procedure
    If local staff will be hired recruiment agencies can assist with finding personnel both locally as abroad.

    Timing
    pm

    Executer
    local recruitment agencies and/or First European

  • Step 9. Assist with drafting labor agreements

    Procedure
    Staff of DutchCo will require labor contracts based on Dutch labor law.

    Timing
    pm

    Executer
    First European in collaboration with Dutch law firm where appropriate

  • Step 10. Set up local and/or foreign pay-roll

    Procedure
    For locally hired personnel a Dutch pay-roll needs to be set up and local wage tax and social security premiums will have to be paid by DutchCo to the local tax authorities monthly. If staff in other EU jurisdictions will be hired by DutchCo a local pay-roll will have to be set-up in that specific jurisdiction.

    Timing
    5 to 10 business days

    Executer
    First European

  • Step 11. Assistance with immigration issues, if applicable

    Procedure
    When staff will be recruited from abroad and will work from the Netherlands residence and work permits will have to be applied for. In case DutchCo would qualify as recognized sponsor it could even fasttrack the permit application process.

    Timing
    30 to 40 business days

    Executer
    First European in collaboration with Dutch law firm where appropriate

  • Step 12. Apply for 30% ruling, if applicable

    Procedure
    Staff recruited from abroad that qualify can apply for a so-called 30% ruling. This ruling allows for a deduction of taxable wage and results in an effective income tax rate of 36%.

    Timing
    10 to 20 business days

    Executer
    First European and/or Dutch tax advisory firm

  • Step 13. Set up local accounting

    Procedure
    DutchCo will have to arrange for local bookkeeping and file annual financial statements

    Timing
    1 business day

    Executer
    First European

  • Step 14. Determining VAT position

    Procedure
    DutchCo will most likely have to register for (European) VAT reporting. If MOSS registration is necessary this can be arranged with Dutch tax authorities.

    Timing
    year-round

    Executer
    First European and/or Dutch tax advisory firm

  • Step 15. Bookkeeping, reporting, VAT filing

    Procedure
    DutchCo will have keep books, in case desired monthly reporting can be provided. Monthly or quartly VAT returns will have to be filed and annually financial statements will have to be filed.

    Timing
    year-round

    Executer
    First European and/or Dutch tax advisory firm

  • Step 16. Assist with setting up/arranging for business related amenities

    Procedure
    In case needed assistance can be provided with finding apartments for staff, arranging (mobile) phone subscriptions, insurances, pension arrangements etcetera.

    Timing
    year-round

    Executer
    First European

  • Step 17. Process and initate payment of invoices/local treasury work

    Procedure
    Our accounting team can process and initiate payments of local invoices or other payments in collaboration with the client’s Finance or Treasury team.

    Timing
    year-round

    Executer
    First European

  • Step 18. Reviewing and signing corporate documents

    Procedure
    In case First European provides for a local director we will review all corporate documents and sign these off after approval.

    Timing
    year-round

    Executer
    First European

  • Step 19. Handling incoming mail

    Procedure
    In case First European will provide for a business address we will review and process all incoming mail.

    Timing
    year-round

    Executer
    First European

  • Step 20. Perform transfer-pricing analysis

    Procedure
    Between group companies arm’s length pricing needs to be determined and documented.

    Timing
    10 to 20 business days

    Executer
    tax advisory firm

  • Step 21. Draft inter-company agreement(s)

    Procedure
    The DutchCo may perform services (sales/BD/collecting) on behalf of the group so rights, obligations and liabilities and a remuneration will have to be agreed upon.

    Timing
    5 to 10 business days

    Executer
    tax advisory and law firm

  • Step 22. Assistance with data protection matters

    Procedure
    In case data of EU citizens will be processed and/or controlled then the GDPR is applicable. Some minimum requirements should have been met by 25 May 2018.

    Timing
    within one year aiming for full compliance and year-round maintenance

    Executer
    First European, in-house counsel and privacy lawyer

  • Step 23. Filing the annual corporate income tax return

    Procedure
    DutchCo will have to file an annual corporate income tax return with the Dutch tax authorites. This tax return is based on the approved financial statements.

    Timing
    annually

    Executer
    Dutch tax advisory firm

  • Step 24. Sanity & compliance check agreements with suppliers and external communications (e.g. web pages)

    Procedure
    DutchCo’s website and other external documents may need to be checked for compliance with local laws and regulations. Same for any contracts DutchCo and suppliers would enter into.

    Timing
    year-round

    Executer
    First European in collaboration with Dutch law firm where appropriate

  • Step 25. Assistance with incorporation of CSR programs

    Procedure
    As soon as a platform has landed in the Netherlands and it would like to look into ways to support the local community and/or environment, implementing a local CSR program could be interesting to look into.

    Timing
    year-round

    Executer
    First European in collaboration with Plastic Whale

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Bootstrapping:

[buːtˌstræpɪŋ] noun
the process of starting and developing a business by using a lot of effort and no investment by outside owners