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Becoming A Self-employed Entrepreneur The Netherlands

By blogger on December 19, 2018

Registration in the Dutch trade register is compulsory for every company and every legal entity, including ‘freelance’ and ‘zzp’ (‘zelfstandige zonder personeel’ or self-employed without staff).

When you have decided to start your own business a new world is opening up, with a wide variety of possibilities. You could open a shop or start your own consultancy firm; become a full-time or a part-time entrepreneur. Clients may wish to hire you for advice or construction work.
Before plucking up which is planted, there is a time to plant. In other words: you will have to be prepared to tackle challenges as well – either as a provider of services or products, as a self-employed entrepreneur, a sole trader, an independent contractor, or as a freelancer or so-called “ZZP-er”.

The risky side of freedom and independence

Whether you offer services or products: you will do so at your own risk, expense and with full responsibility towards third parties. As well as this, being self-employed entails certain obligations, such as paying taxes and VAT and keeping records of your business activities. Preparing well is the best way to start. You are definitely not on your own; the Dutch business world offers plenty of competent assistance.

Starting point

Before you visit the Chamber of Commerce to register your enterprise, you should have considered the following:

* a permit to start a business in the Netherlands
* a business plan
* legal form and trade name of your enterprise
* taxation and necessary insurance
* business location, commercial lease
* a VAR’-statement from the Tax Administration, declaring you as a self-employed entrepreneur

Starting your own business

If you do not have the Dutch nationality, and want to start a business in the Netherlands, you will have to comply with particular IND (Immigratie en Naturalisatie Dienst, the Dutch immigration authorities) formalities. Even if you are not obliged to register with the IND (for almost all EU nationals) please do so all the same, as it may come in quite handy for other purposes.

The Dutch Chambers of Commerce are incorporated under public law and, as such, target their services at Dutch businesses across all sectors.

Dutch immigration authorities

The legal form of your enterprise makes no difference to the applicability of the rules by the Dutch immigration authorities: whether it is a one-man business, a Dutch private limited (BV), or a branch-office of a foreign company. The rules do not differ either whether you start an enterprise shortly after arriving in the Netherlands, or after having been employed in the Netherlands for some time. However, rules and formalities do differ broadly speaking for EU nationals and non-EU nationals. Please check also the IND Residence Wizard

EU, EEA and Swiss nationals

Nationals of one of the EU Member States, the EEA (European Economic Area), or a Swiss citizen, are free to live and work on a self-employed basis in the Netherlands and do not need an entry visa or a residence permit.

Even if you are not obliged to register with the IND, do so all the same, as it may come in handy in the future. For instance, when asked for proof of registration on taking out Dutch public healthcare insurance, a healthcare, housing or childcare allowance, a mortgage, or a phone subscription. Registration is free of charge. If you intend to stay over four months, you are always required to register at your local municipality. The expatdesk will help you out here.

Working on a self-employed basis when a EU, EEA and Swiss national

There are no specific IND formalities that have to be fulfilled for nationals of these states.

Different rules apply for citizens of Bulgaria or Romania as long as restrictions on the Dutch labour market remain in force. Nationals of these countries are advised to apply for a residence permit, which will be useful in a number of situations. The procedure is called “Application for assessment under the EU community law (proof of lawful residence)”.

Nationals of non-EU and non-EEA countries

If you are not a national of an EU or EEA country and not Swiss, you will need to apply for a residence permit in case you stay longer than three months in the Netherlands. A residence permit can be obtained from the IND.

If you are a national of a country subject to the Dutch visa requirement for more than three months’ stay, you will have to apply for a special visa: a provisional residence permit, an MVV (Machtiging Voorlopig Verblijf).

Working on a self-employed basis as national of non-EU / non-EEA country and non-Swiss
In this case you will have to meet several economic criteria before starting an enterprise in the Netherlands:

* You are qualified to run the business in question.
* You have a business plan.
* Your business serves an essential Dutch interest, i.e. “added value” for the Netherlands.

The IND does not weigh these criteria itself; the Ministry of Economic Affairs is requested to review your situation and to decide whether the business you intend to run will be economically interesting. If this turns out not to be the case, you cannot start your own business in the Netherlands.

Review of economic added value

Starting your own business

The Dutch Chambers of Commerce are incorporated under public law and, as such, target their services at Dutch businesses across all sectors.

Dutch immigration authorities

EU, EEA and Swiss nationals

Working on a self-employed basis when a EU, EEA and Swiss national

There are no specific IND formalities that have to be fulfilled for nationals of these states.

Nationals of non-EU and non-EEA countries

Working on a self-employed basis as national of non-EU / non-EEA country and non-Swiss
In this case you will have to meet several economic criteria before starting an enterprise in the Netherlands:

* You are qualified to run the business in question.
* You have a business plan.
* Your business serves an essential Dutch interest, i.e. “added value” for the Netherlands.

Review of economic added value
The Ministry of Economic Affairs awards points for each criterion. You will need a minimum of 30 points for each criterion (total number for all criteria: 300).

The scoring system consists of three parts:

a) Personal experience (education, experience as a self-employed person, working experience);
b) Business plan (market analysis, product/service, price, organisation, financing);
c) Material economic purpose for the Netherlands (innovative, job creation, investments).

You should always contact the IND to find out about the procedure involved in testing the economic interest of the enterprise you intend to start. For nationals of some countries, for example Turkey, special rules apply on the basis of treaties between the EU and these countries. And when you are from the United States of America, it is important to know there is the so-called Nederland-Amerikaans’ vriendschapsverdrag’.

Taking your business from abroad

The Dutch comparative companies Act recognises all foreign legal entities except businesses owned by one man or one woman. If you run a one-person business in your country of origin and you can prove this, for example by submitting a copy of registration in a commercial register in that country, you can bring this enterprise to the Netherlands and have it registered at the Chamber of Commerce as a Dutch one-man or -woman business.

Other legal foreign entities or foreign business forms are simply registered as a foreign legal entity with commercial activities.

Please note that you will still have to comply with the IND residency rules

Starting a branch office in the Netherlands

There is a question of a branch when long-lasting business operations, which form part of the foreign enterprise, are (being) conducted in the Netherlands. A branch can be: a sales office or a production company, but also a representative office. It does not have an independent legal form, but is a part of the foreign enterprise.

Dutch law recognises foreign legal entities. In other words: the foreign legal entity wishing to start activities in the Netherlands needs not be converted into a Dutch legal form.

A business plan is essential

No matter small or big the business is, a business plan will help you identify areas of strengths and weaknesses.

Banks require a business plan when you take out a loan. Even if you do not need the latter, and financing your enterprise is not a problem, a business plan will definitely help you understand the impact of starting a business. Submitting a business plan is also one of the criteria set for non-EU and non-EEA nationals to be allowed to start their own enterprise in the Netherlands.

Get started: Write the plan yourself

Crucial questions you should ask are:

* Which legal form will best suit the enterprise?
* Which products or services will you offer?
* Who will be your clients?
* Promotional activities to get contracts?
* How to optimize visibility to your target group?
* Which prices and fees?
* Financial plan (available budgets, expected turnover, investments)?
* Which insurances do you need?
* Permits and/or licences required?
* Administrational organisation, which form?
* What should be included in your General Terms and Conditions if applicable?

Formats

Business plan formats can be obtained from various private parties that specialise in supporting starters. Just surf the internet. Small business planner at http://www.sba.gov/ is a useful site.

Employment law issue: employed or self-employed?

If you go freelance, you should pay extra attention to your situation, because the term ‘freelancer’ is not a definition recognized by law. Freelancers operate somewhere in between being self-employed and being in paid employment.

As an independent entrepreneur you pay taxes and contributions yourself, and you are not entitled to rights employers are: minimum wage, paid holidays, a holiday allowance, statutory safeguards against dismissal and a statutory notice period.

In order to designate the employment relationship while starting your business, it is important to consider different contracts and apply for a Verklaring Arbeidsrelatie (VAR) at the Tax Administration.

Employment on the basis of a contract and implied employment

Regardless of the title chosen for the contract with your client, it is considered an employment contract if the following criteria are met:

* your remuneration for the work performed can be seen as wages;
* there is an obligation to do the work yourself: you cannot send someone else to do the job for you. Having to be available for specific work, e.g. on-call service, will also be considered as work performed in employment;
* a relationship of authority: the employer can determine where, when and how the work should be carried out. This relation also exists if the work you do is an essential element in the employer’s business operations or if the employer’s profitability is at risk without you.

If the working relation does not show all characteristics of a “proper” employment relation, it may still be seen as one. This is called a notional employment relationship: although the employment relation has not been established explicitly, there is an implicit employer-employee relation. Consequently, the fee you charge is seen as wage, so, the employer will have to deduct taxes from your wages and pay national insurance and employee insurance contributions.

A notional employment relation exists if:

* you work for a client project for at least at two days a week;
* you earn more than 40% of the minimum wages for the project a week;
* the relation with the client lasts more than 30 days; a new contract within one month after the termination of the first contract is seen as continuation of the previous contract.

A notional employment does not exist if actual and practical independence can be proven, for which a VAR can be instrumental.

Commercial contracts

As a self-employed entrepreneur you or your client can initiate to formalise the contractor-client relation by entering into a commercial contract. Parties should always insist on putting down the arrangements agreed upon.
There are two types of commercial contracts:
1. Service agreement – Under this type of contract you are obliged to perform to the best of your ability, committing yourself to do your client’s work without being employed by him. The work is usually classified as services’.
2. Contractor agreement – Under this type of contract you have a specific target obligation. You commit yourself to produce a concrete, tangible object at a certain price.

Criteria for legal independence: Actual circumstances are decisive here. An official statement signed by client and yourself that the contract is a commercial one is helpful proof. Criteria are:

* the degree of independence and absence of supervision/authority;
* permanence;
* pursuit of profit;
* clientele.

Not just these criteria, but their interconnection especially plays a decisive role.

De Verklaring Arbeidsrelatie (VAR)

In order to designate the employment relationship you can apply for a Verklaring Arbeidsrelatie (VAR) at the Tax Administration. The VAR is an official statement. Based upon the applicant’s information the Tax Administration will define income as:

* Income earned in employment: the freelancer will have a VAR income.
* Income earned from other proceedings: the freelancer will have a VAR-row.
* Profit from enterprise: the freelancer will have a VAR-wuo.
* Partnership’s own risk and account: the freelancer will have a VAR-dga.

VAR-income and -row: employed or not?

With a view to the VAR-income and row, the employer will have to define and check whether he should pay income tax and employees insurance premiums, based upon the existence of an employment contract or otherwise. Explanatory assistance but no definite answer! – can be found at the website of the Ministry of Finance. The Tax Administration may conclude differently.

VAR-wuo and dga: certainty in advance

Only VAR-wuo or -dga supply the employer beforehand with complete financial certainty provided he meets the following conditions:

* The freelancer’s activities should be similar to the VAR’s description. So, the freelancer is not entitled to carry out IT work if the VAR denotes carpentry.
* The freelancer is on the job during the validity of the VAR (1 calendar year).
* The VAR should be the authentic original.
* The employer should determine the freelancer’s identity on the basis of a valid proof of identity (not driver’s licence). Copies of the VAR and proof of identity should be kept in the administration for seven years.

Having acted this way, the employer has a solid defence in case the Tax Administration or UWV may reach another verdict afterwards. So, it may be wise for both freelancers and employers to object against a VAR-income or -row.

VAR application

Bearing in mind the utmost importance of the VAR-outcome, it is obviously important to carefully fill out the VAR-form. Only the freelancer him/herself is allowed to apply for a Verklaring Arbeidsrelatie (VAR); the employer is not entitled to do this. A directeur-groot aandeelhouder (DGA) should apply for a VAR in case of external consultancy.

The Tax Administration provides a digital VAR application form; to which you will get a reply within 8 weeks. If additional information is needed, the Tax Administration will contact the applicant.

Please note the following when filling out the form: The Tax Administration considers request as a total, coherently, and takes the activities into account. If not all answers are favourable it does not necessarily mean that no VAR-wuo will be given. For example: an interim manager with two or more employers can still be entitled to a VAR-wuo.

The freelancer should write down reasonable expectations. If, however, the actual situation afterwards turns out to have been differently, this will not have any consequences as long as the deviation is within normal risk of enterprise limits. For example, the freelancer expected to have 3 or more employers, but due to a recession this turned out differently.

The freelancer has to fill out the form to the best of his knowledge and should not deliberately misrepresent the state of affairs. If this should afterwards be proven to have been the case, the Tax Administration will recover the indebted taxes and premiums from the freelancer.

Some of the questions need a yes’ or no’ only; choose the nearest suitable.

Relation employer/former employer

As a part-time independent entrepreneur / part-time employee you could get involved in a conflict of interest with your (former) employer. If you intend to provide services, comparable to the ones he provides, you better ask his permission/advice to run your own business.

Starting a business as a full-time independent entrepreneur you should be aware of a possible conflict of interests as well. You probably signed a non-competition clause within your employment contract that remains valid after termination of employment. In any case it is wise to contact/consult your (former) employer of your intentions.

Legal forms and registration of an enterprise

The Chambers of Commerce can answer your questions about the legal environment of your business. Seminars and other regular services are available.

The majority of starting entrepreneurs either choose a one-man business or a general partnership as the legal form for their business, according to their preference on doing business by themselves or in cooperation with others.

In order to accommodate the starting entrepreneur or professional, Dutch law recognizes various legal forms, such as a one-man business, a private limited company (BV), a partnership or a limited partnership. The main issues at stake are the matter of liability if your enterprise should run up debts, and which tax regime applies.

One-person business

One-person business (lit. one-man in Dutch: eenmanzak) is also referred to as sole trader or sole proprietorship or independent contractor.

If you start a one-person business you will be the fully independent founder and owner. More than one person may work in a one-person business, but there can only be one owner. A one-person business can also employ personnel.

Setting up

You can establish a one-person business without a notarial deed. Registration in the Trade Register is mandatory. As a private individual you can only register one one-man business. However, you can have more than one trade name and carry out various business activities under different trade names. These activities can be carried out at the same or at another address, as a branch office of the one-man business.

Liability

As the owner of a one-person business you are responsible for everything concerning your enterprise; for every legal act and all its assets and liabilities. No distinction is made between private and business property. Thus, business creditors can seek recovery from your private property and private creditors from your business property. If your one-man business goes bankrupt, you yourself go bankrupt as well.

If the owner of a one-person business should be married in a community of property regime, the creditors may also lay claim to the partner’s property. Partner liability can be avoided by a prenuptial or a postnuptial agreement drafted by a civil-law notary. However, since partners are usually requested to co-sign when taking a loan, the agreement may not offer the protection expected. A civil-law notary can provide more information.

Taxes and social security

The profit made in a one-person business is taxed in box 1 income tax. If the Tax Administration fully considers you an entrepreneur, you are entitled to tax allowances such as the entrepreneur’s allowance, investment allowance and the tax-deferred retirement allowance.

The owner of a one-person business cannot claim social benefits under the Sickness Benefits Act, the Work and Income Act and the Unemployment Insurance Act. Therefore, it is advisable to take out insurances to cover these risks. You will qualify for the following national insurance schemes:

* General Old Age Pensions Act
* -Surviving Dependants Act
* Exceptional Medical Expenses Act
* General Child Benefit Act

Continuation of the business activities and business succession

With a one-man business no distinction is made between private and business. If you die, both business and private property will fall into your heirs’ estate. You will need to make provisions to guarantee your business’ continuity. A tax consultant could provide more details.

B. General partnership, the “VOF”

A general partnership is a form of cooperation in which you run a business with one or more business partners. You and your partner(s) are the associates or members of the general partnership. One of the characteristics of this legal form is that each partner contributes something to the business: capital, goods, efforts (work) and/or goodwill.

Setting up

A partnership contract is not a statutory requirement for the formation of a general partnership, but it is, of course, advisable to put down in writing what you and your business partner(s) have agreed upon. A partnership contract could arrange the following matters:

* name of the general partnership;
* objective;
* contributions by partners in capital, knowhow, goodwill, assets and efforts (work);
* distribution of profits and offset of loss;
* allocation of powers;
* arrangements in case of illness;
* arrangements for a partner’s days off/ holiday.

Liability

An important characteristic of the general partnership is the joint and separate liability of the partners. Each partner can be held fully liable – including private property – if the general partnership fails to meet its obligations, even if these obligations were entered into by another, authorised partner. Creditors of the partnership may seek recovery from your business property and your private property and the property of the other partner(s). Restrictions agreed upon in the partners’ authority have to be officially registered in order to gain legal effectiveness towards third parties.

The general partnership usually has separate capital’, i.e. the business capital contributed by the partners, which is kept apart from their private property and capital. This capital is to be solely used for business purposes. Should one or more creditors seek recovery from the partnership – for instance in the case of bankruptcy – they could do so from the separate capital. If this should be inadequate to pay the partnership’s debts, creditors may seek full recovery from the partners’ private property. If so, you could hold the other partner(s) liable for having failed to meet their obligations, but only after the creditors have been paid. In private matters creditors of partners cannot seek recovery from the partnership’s business assets or the private property of the other partner(s).

Because of this partners’ broad liability it is advisable to have a prenuptial or postnuptial agreement drafted if you are married under a community of property regime. A civil-law notary could provide you with more information.

Taxes and social security

Each partner will pay their own income tax on his profit share. If the Tax Administration sees the individual partner as an entrepreneur, they are entitled to all kinds of tax allowances, such as the entrepreneur’s allowance, investment allowance and the tax-deferred retirement allowance.

As far as social security is concerned, the same rules apply for the entrepreneur partner as for the owner of a one-person business.

Continuation of the business activities and business succession

Under Dutch law the general partnership ends when one of the partners resigns or dies. In order to secure the continuation of the general partnership, the partners can include a clause in the partnership contract arranging for the other partners to continue the general partnership with or without a new partner or to terminate it.

C. Limited partnership, the “CV”

A limited partnership, the “CV”, is a special type of general partnership (VOF). The difference is that the CV has two types of business partners: general, and limited or sleeping partners. The latter are only financially involved; they cannot act on behalf of the partnership. Besides, the name of a limited partner cannot be used in the trade name of the limited partnership.

Setting up

A partnership contract is no statutory requirement for a limited partnership, but, again, partners better put down the agreements. Apart from the matters mentioned in the VOF, the contract should arrange the distribution of profit between general and limited partners. When registering a limited partnership in the Trade Register, the personal details of the general partners are listed; the details concerning the limited partners are restricted to total number and their contributions in the partnership.

Liability

General partners can be held fully liable if the partnership fails to meet its obligations. Bankruptcy of the limited partnership will automatically lead to the general partners’ bankruptcy (not applicable to limited partners). A limited partner can only be held liable to the maximum sum contributed to the partnership. However, should the limited partner act on behalf of the partnership, he will be seen as a general partner and fully liable, in which case creditors of the partnership can lay claim on his private property as well. Restrictions agreed upon in the partners’ authority have to be officially registered in order to gain legal force towards third parties.

The general partners’ liability in a limited partnership is quite broad, so, if partners are married under a community of property regime they are advised to have a prenuptial or postnuptial agreement drafted. A civil-law notary could provide more information.

Taxes and social security

General partners pay income tax on their share in the profit. If the Tax Administration sees the individual partner as an entrepreneur, they are entitled to various tax allowances, such as the entrepreneur’s allowance, investment allowance and the tax-deferred retirement allowance. As far as social security is concerned, the same rules apply to the entrepreneur partner as to the owner of a one-person business. Limited partners, who cannot be held personally liable for the enterprise’s debts, are not seen as entrepreneurs by the Tax Administration.

Continuation of the business activities and business succession

Under Dutch law the limited partnership ends when one of the partners resigns or dies. In order to secure the continuation of the limited partnership, the partners can include a clause in the contract arranging for the other partners to continue the partnership with or without a new partner or to terminate it.

D. Professional partnership, the maatschap’

The partnership referred to as maatschap’ under Dutch law differs from the general partnership and the limited partnership in that it is a form of cooperation established by professionals such as doctors, dentist, lawyers, accountants, physiotherapists etc., rather than a cooperation established for the purpose of doing business. The partners are referred to as maten’ instead of partners’. Each maat’ contributes personal efforts, capital and/or assets. The purpose is to share the income earned on the one hand and the expenses incurred on the other.
Setting up a professional partnership

A partnership contract is no statutory requirement for the formation of a professional partnership, but partners better lay down their agreements with the other professionals in a partnership contract. This partnership contract could arrange the following matters:

* contributions made by the partners;
* distribution of profits, pro rata each partner’s contribution – distributing all profit to one partner is not allowed;
* allocation of powers – each partner is entitled to perform management acts, unless agreed upon otherwise; as of 1 July 2008 the professional partnership has to register in the Trade Register. This does not apply to partnerships that only act internally, such as a partnership in which costs are pooled.

Liability

Each authorised partner can enter into a contract, thus binding the partnership: all partners. Each partner can be held liable for an equal part. If a partner should act beyond his authorization, the other partners will in principle not be held liable: the partner in question is the only partner that has bound himself. A professional partnership has no separate capital’ from the private assets of the partners. Creditors having a claim on the partnership can only seek recovery for equal parts from the individual partners; these creditors do not rank above creditors who have a claim on the private assets of a partner. To a married partner the same reservations apply as to the general partners in general partnerships and limited partnerships. They are advised to have a prenuptial or postnuptial agreement drafted. A civil-law notary could provide more information.

Taxes and social security
Each partner pays income tax on his profit share. If the Tax Administration sees the individual partner as an entrepreneur, he is entitled to various tax allowances, such as the entrepreneur’s allowance, investment allowance and the tax-deferred retirement allowance. Regarding social security the same rules apply to the entrepreneur partner as to the owner of a one-man business

Continuation of the business activities and business succession

Under Dutch law the professional partnership ends when one of the partners resigns or dies. In order to secure the continuation of the partnership, the partners can include a clause in the contract arranging for the other partners to continue the partnership with or without a new partner or to terminate it.

E. Private company with limited liability, BV’

In contrast to the legal forms described above – enterprises run by natural persons – the private limited is a legal person: a person having rights and obligations, just like a natural person. The natural person who has incorporated the private limited cannot be held liable, in principle, for the debts incurred by the private limited. The BV itself is seen as the entrepreneur, whereas the natural person who is appointed director merely acts on behalf of the BV and cannot be held personally liable for his acts. A private limited company can be incorporated by one person a sole shareholder BV or by more persons. The capital of a private limited is divided in shares.

Incorporating

This involves a number of statutory requirements, most important of which:
Incorporation takes place through a notarial deed. This should include the articles of association of the company. The civil-law notary will check the legal contents of the articles.
A certificate of no-objection from the Ministry of Justice must be submitted before the incorporation can be effected. The Ministry checks whether the person incorporating the company has ever been involved in bankruptcy proceedings or fraud cases.

The incorporation of a BV requires a minimum capital of EUR 18,000 (cash or in kind) in the private limited.

Liability

The shareholder’s liability is limited to the total sum of his participation. Since the BV is a legal person, having its own independent rights and obligations, the persons involved – directors and supervisors – cannot be held liable for the debt of the company. In other words: the company’s creditors can never seek recovery from the private assets of these officers. However, a company director or officer may be held liable as a private person if he has acted negligently or culpably. If they are responsible for the company’s bankruptcy because of wrongful or fraudulent behaviour in the company’s policy, creditors of the company may file a claim against them.

In the formation phase of the company, a director may be liable for the company’s acts. This liability ends as soon as the legal person is incorporated and the acts are confirmed by the company. As long as the company has not been registered in the Trade Register, directors’ and officers’ liability continues. In practice, limited liability often does not apply because banks require the director and principal shareholder of the company to co-sign for loans taken out on behalf of the BV.

Taxes and social security

The private limited pays corporation tax also referred to as company income tax on the profits earned. The BV’s director and shareholder are employed by the BV His eligibility for social security under the Dutch social security laws depends on the relation of authority between himself and the private limited. A relation of authority is considered not to exist if:

* the director, possibly with his or her spouse, can cast more than 50% of the votes in the shareholders’ meeting;
* two thirds or more of the shares are held by the director and/or close relatives up to the third degree;
* the director cannot be dismissed against their will.

Without a relation of authority, the director and shareholder cannot rely on the social security insurances. He will have to take out his own insurances; to him the same rules apply as to the owner of a one-person business.

Continuation of the business activities and business succession

Continuation of the company is secured by the fact that the BV is a legal person that exists independently from the persons having incorporated or managing the private limited. When the director dies, the continuation of the enterprise is not at risk, viz. the enterprise is run by the BV and a new director will have to be appointed.

A private limited can be sold in two different ways:

* BV’s shares are sold;
* BV’s enterprise (machines, inventory, stocks, etc.) is sold.

If the shares are sold, the proceeds are subject to income tax (box 2) if the shareholder has a substantial interest (holder of a minimum of 5% of the shares).

If the enterprise is sold, the BV will have to pay corporation tax on the profit or book profit on the sale. If the shareholder of the BV selling the enterprise is a BV itself, the structure is referred to as a holding – advantage of which: the holding will in principle have to pay taxes on the proceeds.

Registration of your enterprise

Before you are allowed to start your business operations, you have to register your enterprise in the Dutch Trade Register, which is administered by the Chambers of Commerce. Registrations in the Trade Register are public; everyone can check whether a particular person is authorised to act on behalf of an enterprise and which legal form it has: a one-man business, a partnership or a private or public limited.

The Chamber of Commerce could run a trade name investigation for you to make sure that the selected trade name does not infringe the rights of other enterprises. This trade name investigation is not free of charge.

Holland Gateway (the cooperation of the Netherlands Chambers of Commerce, Ministry of Economic Affairs and other official institutions) is located at Amsterdam Schiphol Airport. This bureau promotes the ease of doing business in the Netherlands.

How to register your enterprise

Registration requirements

Once you have decided upon your business’ legal form, you can have your enterprise registered at the local Chamber of Commerce. Registration should take place within a period of one week preceding, and one week following the actual commencement of business activities.

Without registration in the GBA, you will need to submit authenticated proof of your residential address abroad. The person registering the business has to submit a valid proof of identity, which document has to be personally submitted at the Chamber of Commerce. The following documents are accepted as valid IDs:

* a valid travel document (passport or European ID card);
* a valid Dutch driving licence (non-Dutch driving licence not accepted);
* a residence permit issued by the IND;
* a Dutch refugee passport
* a Dutch aliens passport

If you do not start your business at your home address but at a location you have e.g. rented, you will also be requested to show the lease to confirm the business address.

Once the registration has been completed, you will be given a unique eight-figure registration number. This KvK number should be referred to on all your outgoing mail. Free of charge, you will receive an extract of your registration, a KvK-uittreksel'(excerpt).

Who can register the enterprise

When an enterprise is registered at the Chamber of Commerce, it is of the utmost importance that the registration forms which are submitted have been signed by the right person. Depending on the legal form of the enterprise, the forms can be registered in the Trade Register by:

* the owner of the one-man business (registration of a one-man business),
* the partners (registration of a general partnership, VOF, and a professional partnership, maatschap’)
* or the general partners (registration of a limited partnership, CV’)
* If the enterprise is a legal person, a BV, the civil-law notary will usually see to the registration formalities.

The persons who should register the enterprise and sign the registration forms can also be held responsible in the event an enterprise is not registered.

In special circumstances other persons may be authorized and/or obliged to see to the registration of an enterprise. The Chamber of Commerce can advise you on these circumstances.

Registration forms

The registration forms can be downloaded from the Chamber of Commerce website. As a statutory requirement, all forms are in Dutch and have to be completed in Dutch. Translations in English of forms 6, 11 and 13 are available to assist you while filling in the Dutch form to be handed in.
Registration is not free of charge. When you register a business, a fee will be due for the calendar year the enterprise is registered in. After that initial year, an annual fee will be charged in the first quarter of each year. The total sum of this contribution depends on the legal form.

After registration

Once the enterprise has been registered, it is the owner or partner’s responsibility to keep the information up-to-date. With a BV the manager authorised to act on behalf of the BV is responsible.

Permits and Licences

Most business activities can be performed without any permits or licences, but for some activities, like catering business, transport or taxi firm, you do need a licence. And an environmental permit may be required if your products or business operations negatively affect the environment. Permits and licences can be applied for at the municipality or at the provincial authorities.

Check how you can use your degree or diploma for your business in the Netherlands. International Credential Evaluation: http://www.idw.nl/international-credential-evaluation.html

Some sectors require registration with an industry board or a product board. Registration is a statutory requirement, based on the Act on Business Organisations. An industry board is a kind of interest group for a specific sector. The same applies to a product board, which includes all enterprises in a production chain, from producers of raw material to manufacturers of end products.

Termination / dissolution of the enterprise

When transferring or selling your company, you will have to comply with a number of rules and regulations. You should also enter information about the sale into the Trade Register and reach a settlement with the Tax and Customs Administration. A business transfer within the family involves several other tax aspects.

Expatica will publish Becoming a self-employed entrepreneur the Netherlands (part 1) on Sunday 27 February.

Chambers of Commerce
The Dutch Chambers of Commerce provide information on starting a business, legal forms, registration in the trade register, international trade etc. We have accumulated knowledge, contacts and partnerships, which makes it the essential reference point for every firm doing or seeking to do business.

Drop by for specific information
Apart from general information, the Chambers of Commerce will be glad to provide you with further details regarding your specific position: either at the start of your business or while running it.

If you are located and/or interested in the Region Amsterdam:
Do call 020-5314684 for a consultation with one of our specialists of the Bedrijfsvoorlichting department.

Asiabiz Provides Personalised Employment Pass

By blogger on December 13, 2018

In order to facilitate the contribution of global talents to Singapore, the country introduced a new scheme called the Personalised Employment Pass (PEP).

Through PEP, foreign professionals are allowed to work in Singapore for up to 5 years and the holder is not tied to one single employer. PEP is granted based on individual merits and this visa can be applied individually without first securing a job in Singapore. There is a grace period of six months from the collection of the visa to secure employment.

Currently, the Employment Pass or EP can only be granted on the basis of confirmed employment with a specific employer. Unless the EP holder finds employment with a new company, the work pass is immediately cancelled and the EP holder has to leave Singapore the moment the employment ends or the EP holder leaves. A new EP application is needed when the holder needs to move to a new job with a different company or employer. PEP is granted on the strength of an applicants individual merits and does not tie the holder to any employer, thus, a PEP holder is allowed to remain in Singapore for up to six months in between jobs to evaluate new employment opportunities.

The following requirements are needed in order to be eligible to apply for the PEP:

* Must have a minimum monthly fixed salary of S$7,000 and the last drawn salary is not more than than 6 months at the time of application
* A former P1 category Employment Pass holder who resides overseas and is not unemployed for more than a continuous period of six months at the time of application.
* A current P1 category Employment Pass holder.
* A current P2 category Employment Pass holder with at least two years of working experience in a P category of Employment Pass and earns an annual income of at least S$30,000.
* A foreign graduate from institutions of higher learning in Singapore that has at least two years of working experience on a P or Q1 category Employment Pass (please take note that your annual income should be a minimum of S$30,000).

PEP pass holders cannot start their own company in Singapore. However, they are allowed to hold a minority Shareholding in the company including acting as one of the Directors.

Having a PEP affords job flexibility. They can be employed with any sector. In case they change jobs, PEP holders do not need to re-apply for a new pass.

PEP holders are also given the flexibility of a continuous period of up to six months without a job to evaluate employment or work opportunities. However, at this time, such PEP holders cannot leave the country.

Foreign professionals who are eligible for PEP are the following:

* Overseas foreign professional with at least S$7,000 monthly salary overseas. The last monthly salary overseas should be drawn not more than six months from the time of the application
* Former P1 Pass holders who are presently overseas residents
* Former P1 Pass holders should not be unemployed for a continuous period not longer than six months at the time of application.
* P1 Pass holders. Upon application, P1 Pass holders will be accorded In-principle Approval for the PEP
* P2 Pass holders. P2 Pass holders must have at least two years of working experience under a P Pass. A fixed salary of at least S$30,000 should be earned by them in the preceding year.
* Q1 Pass holders. Q1 Pass holders must have at least five years of working experience under a Q1 pass. They should earn a fixed salary of at least S$30,000 in the preceding year.
* Foreign graduates from tertiary academic institutions in Singapore. Foreign graduates from tertiary academic institutions in Singapore with at least two years of work experience on a P or Q1 Pass. They should earn a fixed salary of at least S$30,000 in the preceding year.

Singapore Employment Pass Important Requirements For Foreign Applicants

By blogger on December 10, 2018

The Singapore Employment Pass is a visa issued to foreign businessmen, shareholders, managing directors, supervisors, and employees with specialized skills, according to the Ministry of Manpower (MOM).

To prove their eligibility, foreign applicants are required to provide MOM with these following documents and certificates:
Educational certificates, and if applicable, testimonials from their previous employers.

All the documents and testimonials should be in English, if not, these should be translated into this language by an authorized translation service.
A completed Employment Pass Application form which is downloaded from MOMs official website.

For professionals: In case that their employer is a Singapore-based company, they should be sponsored by this business entity. However, if their employer is an overseas company which does not operate a local office, they should get sponsorship from a local company which must sign the EP form and stamp this with its company seal.
A company should provide its latest business profile which must be registered to the Accounting and Corporate Regulatory Authority (ACRA). However, if a company is not yet registered to this agency, it should provide at least the registration papers from its respective professional body.

The applicants passport-sized photograph which must be taken within the past three months.

Relevant travel documents and passport particulars of an applicant.

It is important to note that MOM usually requires additional documents and certificates to foreign entrepreneurs. For example, they are required to secure an approval letter from the International Enterprise Singapore if they are planning to setup a representative office.

The approval letter should state the purpose of the application, duration of an applicants assignment, and activity for the maintenance and repatriation of an applicant.

Meanwhile, foreign professionals such as doctors, dentists, school teachers, nurses, lawyers, and pharmacists are also required to submit supporting documents provided by their respective accreditation agency or professional body.

Requirements for EP Applicants

One of the most important requirements is a college diploma from a reputable university. However, passing in this qualification does not guarantee a successful EP application since MOM also considers other factors.

For professionals, they should have several years of work-related experience, specialized skills, and at least a fixed monthly salary of S$2,500. And for businessmen, strong entrepreneurial skills and their companys reputation, background, and paid-up capital will determine their eligibility for this visa.

In some cases, MOM also considers an applicants age, roles and responsibility in a company, and current citizenship.

After 1 Year, Obama Vs. Reagan

By blogger on December 4, 2018

As we approach the end of the year, we are also approaching the end of President Obamas first year in office. You might be wondering how he is doing, based on actual numbers (rather than political spin).

Obama clearly inherited a difficult situation economically. Only two others in the modern era came even remotely close. One, of course, was FDR, but unfortunately the data from then is rather sparse, and mostly available on just an annual basis, or at best quarterly (good economic data was one of the by-products of the New Deal).

The other who inherited a difficult economic situation was President Reagan. Granted, the type of difficulty was very different under Reagan, and presidents — like quarterbacks — get too much of both the praise for a good economy and the blame for a bad economy.

Still, I think comparing the numbers for the two during their first “year in office could be instructive. The data I used for the comparison are all available monthly (at least, and if more frequently, I used the monthly data). The source of all data is the St. Louis Fed (except for the S&P 500).

The two presidents offered very different prescriptions for the economy. Reagan was all about cutting taxes and less government involvement in the economy. While most of the really big moves of government into the economy in response to the recent economic crisis actually took place under President George W. Bush, Candidate Obama saw them as needed. The Bush Administration was the one that bought the stakes in American International Group (AIG – Snapshot Report), Fannie Mae (FNM – Snapshot Report), Freddie Mac (FRE – Analyst Report) and the banks, while Obamas support for a prepackaged bankruptcy resulted in large government stakes in the Auto industry.

There were no comparable big investments by the government into the private sector late in the Carter Administration, and certainly Reagan did not initiate any. Reagan did not have to deal with a financial meltdown when he took office, but on the other hand, Obama did not have to deal with runaway inflation. Both are serious diseases, but think of it this way: both cancer and heart disease can kill you, but you would not want to give chemotherapy drugs to a heart attack patient. Thus, perhaps it is appropriate that the prescriptions be different.

If one only looks at the unemployment rate (U-3), both did a poor job in their first year, and Obama was significantly worse. The unemployment rate in January 2009 was 7.6% and by November it had climbed to 10.0%. In January 1981, when Reagan took office, the unemployment rate was almost identical at 7.5%, and by November of 1981 it had climbed to only 8.3%.

Private employment actually rose during the first 11 months of 1981 by 0.55%, from 74.671 million to 75.084 million. Under Obamas tenure so far, private payrolls have dropped by 2.95% to 108.495 million from 111.793 million.

So on the employment front, Reagan is the clear winner so far. However, over the course of 1982 and 1983 the employment situation deteriorated significantly. We do not know what unemployment will do in 2010 and 2011, and thus can only judge based on what we have seen so far and in the comparable period under Reagan.

Advantage: Reagan

Reagan also wins when it comes to real disposable personal income, which expanded by 2.3% in the first 11 months Reagan was in office, while it has only increased by 1.0% so far under Obama.

Advantage: Reagan

The dollar was also much stronger during the first 11 months of Reagan, although I am not sure if that is a positive or a negative. During the first 11 months of Reagan, the dollar relative to an index of major currencies gained 9.88%, while under Obama, the dollar has lost 9.70% relative to the same index.

Given that we are running chronic trade deficits now, but really were not back then, I would argue that today a weak dollar is good for the economy today since it will help out on the net export side of things. Inflation is not a big problem today, but was the number one problem with the economy when Reagan took office. The downside of a weak dollar is that it contributes to inflation, so back then having the dollar strengthening was a good thing.

No Advantage to Either

On the inflation front, however, things are far better under Obama. On a headline basis, prices have gone up by 2.39% so far under Obama, while they rose 7.57% during the first 11 months that Reagan was in office. On a core basis (ex-food and energy) the difference is even more stark, rising 8.31% under Reagan and up just 1.51% under Obama so far. Later in the Reagan Administration, inflation fell much more, but even when he left office in 1989 inflation was far higher than it is today.

Advantage: Obama

Industrial production fell slightly more during the first 11 months of Reagan (1.07%) than it has under the first 11 months of Obama (0.68%). Capacity Utilization started out at a much lower level when Obama took the oath than the Reagan did, at 71.1% (an all-time record low at the time) vs. 80.7% when Reagan took office. However, by November of 1981, the total capacity utilization rate had fallen to 77.9%. Under Obama, capacity utilization has actually risen to 71.3%, although it remains at a historically low level.

Advantage: Obama

Interest rates can tell a lot about the state of the economy. For example, the spread between the rate that gilt-edged companies have to pay on their bonds and what normal companies have to pay on their bonds tells a lot about how much bond investors fear companies going belly up. The former is measured by the Moodys (MCO – Analyst Report) Aaa rate and the later by the Baa rate (not to be confused with “junk bond” rates; Baa is still investment grade).

In January of 1981, the best credits in America had to pay 12.81% on their bonds, while normal companies had to pay 15.03%, for a spread of 2.22% (or as a ratio, normal companies had to pay 17.3% more than the gilt-edged ones). By November of 1981, both the best and the ordinary had to pay more — the Aaa rate had surged to 14.22% while the Baa rate had risen to 16.39%, so the spread had fallen ever-so-slightly to 2.17. The ratio had come down a bit more, and the ordinary firms were paying 15.3% more than the best firms.

When Obama took office, the Baa rate was 8.14% while the Aaa rate was 5.05%, for a spread of 3.09. In other words, ordinary firms had to pay 61.2% more for money than the best firms did. Investors were very afraid that companies would go bankrupt, and so demanded a higher rate from normal companies than from firms that seemed to have very little risk of writing a new chapter (the eleventh) in their corporate histories.

Since then, the rate the highest-rated firms have to pay has actually increased slightly to 5.19% while the rate that normal firms have to pay has plunged to 6.32%, bringing the spread down to 1.13% and the ratio down to the point where normal companies are paying 21.8% more for their money than the Aaa firms.

(Given the huge difference in the overall level of interest rates between the two eras, it is important to look at both the spreads and the ratios. Clearly a spread of 2% has a very different meaning and significance if it is between 1% and 3% than if it is between 13% and 15%).

Advantage: Obama

Another important signal that comes from interest rates is the yield curve, or the difference between long-term and short-term interest rates. The curve is measured using Treasury notes or bills, since you only want to be looking at the differences due to maturity, not due to quality (the opposite of the Aaa-Baa spread, which is only looking at quality differences, not maturity differences).

While there are many different measures of the curve, the one that is used the most is the difference between the 2-year note and the 10-year note. Generally speaking, the steeper the yield curve, the better. An inverted yield curve is very bad news, and is probably the best single indicator that the economy is about to go into a recession.

When Reagan entered office, the 10-2 curve was inverted, with the yield on a 2-year note at 13.26% and the yield on the 10-year at 12.57%, for a spread of -0.69. On a ratio basis, the 10-year was providing only 0.95 of the 2-year. By the time November of 1981 rolled around, the curve had returned to normal but was still pretty flat. The yield on the 2-year had fallen to 12.88%, while the yield on the 10-year had increased to 13.39, resulting in a positive curve of 0.51. On a ratio basis, the 10-year was 1.08 of the 2-year.

When Obama entered office, the 2-year was at a very low 0.81% while the 10-year was 2.52%, for a positive spread of 1.71%. On a ratio basis, the 10-year was yielding over three times as much as the 2-year (3.11x to be exact). By the end of November, the curve had expanded even further, with the 2-year virtually unchanged at 0.80%, while the yield on the 10-year had risen to 3.40%, for a spread of 2.60% and a ratio of 4.25x. Again, given the vastly different overall levels of rates, it is important to consider both the spreads and the ratios when making the comparisons.

Advantage: Obama

Mortgage rates were both far higher and moving in the wrong direction early in the Reagan presidency. When he took office they were at 14.90%, and by November they had risen to 17.83%. When Obama took office, the rate on a 30-year fixed mortgage was 5.06% and has since fallen to 4.88%.

Not surprisingly, then, the housing market was far worse under Reagan than it has been under Obama (at least if measured by direction, not levels). In January of 1981, housing starts were running at a seasonally adjusted annual rate of 1.547 million, and by November of that year they had plunged to 837,000, a decline of 45.9%. Since January of 2009, housing starts have risen from an annualized rate of 488,000 to a rate of 574,000 in November, an increase of 17.6%.

Advantage: Obama

Similarly, single family new home sales plunged by 25.2% early in the Reagan years to a rate of 382,000. Since Obama came into office, new single family home sales have risen by 22.2% to an annualized rate of 402,000. Existing home sales are not particularly important to the economy (just like used car sales are not very important).

Auto sales also fared worse under the early part of the Reagan Administration than they have so far under Obama (at least as measured point-to-point). When Reagan took office, auto and light truck sales were running at an annualized rate of 11.03 million and had fallen to 9.21 million, a decline of 16.5%. Under Obama, auto and light truck sales have risen from an annualized rate of 9.59 million in January to a rate of 10.89 million in November, an increase of 13.6%.

Advantage: Obama

Finally, while people sometimes make too much of the day-to-day fluctuations in the stock market, it is a good reflection of the overall health of the economy when you look at longer time periods — and almost a year is long enough to qualify there. On that metric, there is simply no contest. Between inauguration day and Christmas Eve in 1981, the S&P 500 lost 7.65%. Since Obama took office, the S&P 500 has gained 39.9%.

Advantage: Obama

Weighing these different economic indicators is inherently subjective, and thus I am not sure that one can come to a clear-cut case that one has done a better job than the other — at least so far. This is also far from a complete list of economic indicators and I focused on only those that were available at least monthly, and many of the most important economic numbers come out quarterly.

Arguably, the economic mess that Obama inherited was worse than the one that Reagan inherited, although both were pretty nasty — yet very different. The U.S. economy is more of an oil tanker than a speedboat, and does not turn around on a dime, so it really is too early to tell how Obama is doing.

However, the indicators that are most forward-looking and leading for the economy (stock market, yield curve and quality spreads, housing starts) are the ones that favor Obama over Reagan. Overall, 11 months in, one must conclude that Obama is doing at least as good a job on the economy as Reagan did in his first 11 months.

Employment Law Laws That Protect Employees In The Workplace

By blogger on November 30, 2018

In the nineteenth century and parts of the twentieth century, employees and employers were largely left to themselves to arrange a working agreement, including payment, work conditions, and so on. Employees had to trust that their employers would treat them fairly, and employers knew that if they didn’t treat their workers well, they might leave to work somewhere else. Although this arrangement worked well for many, during the industrial revolution, employees began to lose their leverage of leaving that kept employers in check.

During the industrial revolution, large factories rose up, employing workers by the thousands. Employers rarely had direct contact with their employees, and people akin to task masters oversaw the workers. Working conditions were harsh. If a worker showed up late to work, was in any way disorderly, or tried to unionize, he or she could be fired. Even children were hired and forced to work long hours in unhealthy environments.

And despite poor working conditions, long hours of arduous labor, and low wages, factory employees had nowhere else to go because most places of employment were the same. These difficulties were most often experienced by immigrants and the poor, and because they had no way to improve their situation, these workers had no choice but to work in these factories and other similar places.

Eventually, in the early twentieth century, the government passed a series of labor laws that helped rectify the poor working situation. These laws established minimum wages, work environment regulations, and union rights. And throughout the century, more laws were periodically passed that made illegal any discrimination (based on gender, religion, age, and so on) against employees.

Because of the sufferings of thousands in those prior years, employees today enjoy the benefits of being guaranteed certain rights. Unfortunately, some employers are still found guilty of disobeying these employee-protection laws.

Today, the most common breach of employee rights is discrimination. Some employers may even inadvertently discriminate against employees based on age, gender, race, religion, or disability. But inadvertent or not, discrimination in the workplace is illegal. One of the only exceptions is discriminating against disability. If a job cannot be performed with reasonable accommodation by a person with a disability, the employer retains the right to not hire that person. Of course what is considered “reasonable” is something of a gray area, but the exception is meant to ensure that employers aren’t forced to hire someone who can’t perform the job.

Another common type of discrimination is based on age. Many have the misconception that someone who is older may not be as good a worker as someone who is young. However, if an elderly person meets all of the requirements of job, he or she must be seriously considered on equal footing with other candidates.

In regards to the payroll, gender discrimination is quite common. In general, women are still paid less than men for performing the same jobs. Although this disparity in pay is becoming smaller and is not as bad as it was just a few decades ago, in general, women are still paid less. The problem in detecting this type of discrimination is that people are often prohibited from discussing income with their coworkers, and many people don’t know what is considered fair pay for their jobs.

Another all-to-common illegal occurrence in the workplace is sexual harassment, particularly toward women. Sexual harassment can range from derogatory or sexual comments to receiving promotions based on sexuality to unwanted forceful actions. And sexual harassment is illegal not only if it comes from an employer but from a coworker as well. Unfortunately, in many cases of sexual harassment, the victims are either too embarrassed or scared to come forward and take legal action against the guilty party.

And although discrimination and harassment are illegal, when people take legal action against their employers on the basis of discrimination, feelings of tension or anger may exist between the two parties. And although there may not be much a person can do to resolve the tense atmosphere, employees can rest assured that if an employer attempts to discharge our fire them because they filed a charge of discrimination, the employer will face additional legal charges.

Employers also cannot legally retaliate against those who take protected leave under the Family Medical Leave Act or who file a workers’ compensation claim. Such retaliation is illegal so that employees will not be threatened or discouraged from filing legal charges.

Sometimes employees find it difficult to prove that they are being discriminated against or they may not be entirely sure what legally qualifies as discrimination or unfair treatment. In these cases, an employment attorney can be helpful. Employment attorneys specialize in labor laws and are familiar with past employment law cases, which can help you better understand your rights and determine if you should take legal action against an employer. And whether you’re looking for a Houston employment attorney or one elsewhere, you should research the attorney’s qualifications and experience before hiring one to advise or represent you.

Labor and employment laws were created after years of worker oppression and in response to employees’ demands for fair and equal treatment. Because of these laws, employees are no longer required to work obscenely long hours for little pay, work in unsafe environments, or suffer from harassment and other abuses. Because of these laws, working conditions have drastically improved, and with the current legal system, employees have a means to constantly evaluate, analyze, and continue to improve working conditions in a way that ensures they can do their best work without fear of oppression or discrimination.