Steps for setting up a stamrecht BV
The procedure is roughly as below:
- Second Start will receive (and so will you, together with the forms 3 and 11 for the Chamber of Commerce) the draft articles of association and a bank account will be opened of which the bank (the specialised stamrecht desk of ABN AMRO in The Hague, another bank or branch is possible but may cause delays) will send you the final account opening documentation.
- Due to stricter regulations for opening a bank account in The
Netherlands the following documentation is required:
- A copy of your passport
- (if your name is not in the telephone directory:) a copy of a bank statement, a telephone, energy or comparable bill, in your name and address.
- You pay 18,000 euro to the bank account of your company after which the bank will send a "bankverklaring" to the notary declaring that the capital has been paid up. It is more safely to wait for the confirmation of opening from the bank by regular mail, but if swiftness is necessary, you can also pay the capital after receiving the account number by email. In that case it is wise to call the bank in advance for confirmation of the account number.
- You send the final articles of association (if necessary with amendments) together with a signed power of attorney as well as the forms for the Chamber of Commerce to the notary. The notary will then - after having received approval from the Ministry of Justice - incorporate your company (BV, beloten vennootschap).
- In the mean time Second Start will take care of - on the basis of the data provided by you - the legal and fiscal documents and the approval of the tax authorities.
- Second Start will send you draft "stamrecht"-agreements. You need to check these carefully for correctness of your personal details. You send the signed triparty agreement (three copies) to your employer for signing. He will return two signed copies to you. You sign two copies of the agreement between yourself and your company.
- After having signed one of the "stamrecht"-agreements your employer can now transfer your severance payment. You should send a copy of both "stamrecht"-agreements to the tax authorities (contact details will be provided by Second Start) for their files. It is of utmost importance that your company has been fully incorporated by the notary before payment. If that is not the case tax will be withheld after all!
- You will receive an invoice from Second Start which you can pay out of the account of your company. This invoice can be deducted if your company generates revenues. If your company sends invoices with VAT you can deduct the VAT of Second Start's invoice as well.
Details needed to constitute a stamrecht BV
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Filled out form constitution BV, to be sent to the notary. Before filling out the forms (A and B), you need to choose a non-existent name for your company. Try to keep the name generic taking into account a future change of activities. Note that under the same company you can use several trade names. On the website of the Chamber of Commerce you can check in the trade register the occurrence of your intended name. When in doubt it is best to pay a visit to the Chamber of Commerce. Next you need to fill in the statutory activities when these are broader than the activities as mentioned in the model articles of association (article 2). If necessary use an annex.
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Two copies of your passport, one to send to the notary to send with the form and one by email to Second Start.
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Please let us know if you expect to have more than one shareholder in the future.
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By default the first financial year will be prolonged until the end of the next year. If that does not suite you please let us know.
Forms needed for constitution of stamrecht-bv
Articles of Association
Model Articles of Association BV (for information only)
Model Articles of Association BV (english translation, for information only)
Chamber of Commerce (for a BV these forms will be sent to you by the notary)
Formulier 3 (to register a BV)
Formulier 11 (inschrijving functionaris)
