Maybe you will not directly think of asking for business advice to a notary when arriving in the Netherlands. Though the notary has the right knowledge to assist your business in the Netherlands throughout its full lifespan. By law, a Dutch notary has miscellaneous tasks. It is required to have a notary execute the deed of incorporation of a Dutch foundation, coop or company. Also, for the transfer of real estate, mortgage, will, prenuptial agreement or partnership registration the support of a notary is required. Because of its semi-public role, the notary is the right party to provide advice and guidance.
Most people will think of Amsterdam when thinking of the Netherlands. Though the Netherlands has more to offer. For example, the area around Gorinchem, in the heart of the Netherlands, is a region with strong maritime industry with shipbuilding and dredging companies that are known worldwide. Most of the foreign newcomers in the region have their first contact with the Gorinchem notary when they wish to establish a company or buy real estate. Here below you find more information on these topics.
- Company formation in the Netherlands
A private limited liability company (BV) is a partnership of one or more shareholders providing limited liability to its shareholders. Upon incorporation, shares are issued to the founder(s) or to others who contribute money or goods.
What is a BV?
The BV is a legal person, an independent entity. This ensures that in most cases not the shareholder, but the BV will be liable for its debts. After the establishment of the BV you can be employed by the BV as a director and you act on its behalf. You can set up a BV alone or together with others.
How to establish a BV?
Since 2012 it has been easier to set up a private limited liability company. For example, you no longer need mandatory start-up capital and the capital and integrity checks before incorporation have also been abolished. You still have to go to the notary to record the articles of association as part of the deed of incorporation.
What are articles of association and role of the Dutch notary?
The civil-law notary prepares in cooperation with the incorporators the articles of association of the BV. The articles will be part of the deed of incorporation. The articles of association contain matters such as:
- the nominal amount of the shares;
- the manner of appointment and dismissal of directors and supervisory directors;
- the powers of the various bodies and the way in which meetings are held;
- the rules for the transfer of shares.
Who take care for the registration of a Dutch notary?
The BV must be registered timely with the trade register, in order to avoid personal liability of the directors. This registration is normally handled by the notary too. The registration with the trade register triggers the issue of a VAT and fiscal number by the tax authorities.
What is a prolonged first financial year?
The financial year of a Dutch company most often coincides the calendar year. A starting company can have its first financial year extended up to a period of 24 months. This save you from preparing one corporate income tax return and annual report. It is an easy saving.
- The transfer of Dutch real estate at the notary
If the purchase contract of your new apartment or house in the Netherlands has been signed, the reflection period has passed and the resolutive conditions turned out not to be necessary, the property is not yet yours. The real estate has yet to be officially transferred. For this you need the help of the Dutch notary.
The notary takes care of all legal matters concerning the transfer. The notary is independent and impartial and therefore looks at the interests of the buyer and those of the seller.
What happens behind the scenes at a transfer of Dutch real estate?
Before a Dutch real estate transfer, the civil-law notary has conducted an investigation into the background of the buyer and seller, the property, the mortgage situation and possible particularities in the municipality. If something is not right and can cause problems, the notary shall take immediate action. The notary does most of the work behind the scenes, so all you have to do is placing your signature.
Who guarantees a correct financial settlement at the moment of transfer?
The notary monitors the financial side of the transfer. For example, the notary ensures that the right parties receive the purchase amount. Of course, there is an immediate crossing. The property is therefore only transferred when it is certain that the purchase amount has been settled and the purchase amount will go through the third-party account of the civil-law notary.
How goes the process of drafting and execution of deed of transfer and mortgage?
The civil-law notary will draw up the transfer deed and, if there is a mortgage, also this deed for you. It is always tailor-made, because every situation is different. At the moment of transfer of the property, you will sign the deed of delivery and if applicable the mortgage deed. The deed of transfer will also be signed by the seller and notary. The mortgage deed will be signed by your bank and notary. Often an employee of the notary is authorized to sign on behalf of the seller and the bank.
Who registers the ownership change of the property with the Dutch cadastre?
The notary then ensures that a copy of the deed of transfer will be registered with the cadastre. Your mortgage deed will also be filed with the cadastre. The information that you are the new owner of the property and that you have taken out a mortgage will be public.
Feel free to contact a notary if you have newly arrived in the Netherlands. Any notary will be happy to give you guidance in any stadium of your business and assist with the transfer of property in the Netherlands. Also, you are at the right place for a notarial certification, apostille or sound Dutch estate planning advice. Most often the introductory meeting with the notary is for free.