Starting Up in the Netherlands

Transcription

1 Starting Up in the Netherlands In preparing to conduct business activities in the Netherlands, a company is presented with several choices of how to go about it as well as a number of legal requirements to be complied with. From a legal and tax point of view, the first priority is deciding on which legal form to use 'to house' the proposed Dutch-based activities. Legal business form Compared to other EU countries, the Netherlands has a flexible and liberal legal framework for the organization of enterprises by non-resident companies or individuals. There are no special restrictions on foreign-owned companies that wish to start a business in the Netherlands. Business operations can be set up as having either legal personality or not. If a legal entity has legal personality, the entrepreneur cannot be held liable for more than the sum he contributed to the company's capital. A private limited liability company - 'Besloten Vennootschap' (BV) - and a public limited liability company - 'Naamloze Vennootschap' (NV) - are examples of limited liability companies with legal personality. Most foreign investors in the Netherlands conduct their business activities in the form of a private company with limited liability (BV). The BV is commonly used for all types of business ventures. However, a public limited liability company (NV) is the usual form of business enterprise adopted when capital is to be acquired through public offerings. A BV or an NV is incorporated by a notarial deed of incorporation executed before a Dutch civil law notary, to which notarial deed the foreign investor is a party. The minimum share capital requirement for a BV has been abolished as of October 1, 2012 the Flex BV Act. The new requirement is that the share capital exists of at least one share. The nominal value of a share can be as little as 1 Eurocent. The nominal value of the shares in a BV may also be denominated in another currency then Euro. The minimum amount required upon incorporation of an NV is EUR 45,000. The deed of incorporation must in addition contain the articles of association of the company. To complete the incorporation procedure, the incorporators have to register the new company with the Trade Register. Sole traders, general and limited partnerships are examples of legal forms without legal personality, wherein the guiding principle is that the entrepreneur remains personally liable for the company's debts. A partnership format can be used when two or more partners wish to do business jointly and under a joint name without having to meet all the legal requirements that a BV or NV would entail. If the foreign investor prefers not to set up a legal entity in the Netherlands, a branch might be a better option. A branch is easier and less expensive to establish than a subsidiary. However, a branch is not a separate legal entity, so a branch's foreign parent is fully liable for all of its obligations. Permit requirements Usually, an establishment permit is not required to register a new business in the Trade Register. However, permits are required for more complex businesses that place extra demands on the entrepreneur. Examples are enterprises in the construction, automotive and food sectors. Dutch environmental law calls for an environmental permit for all new (industrial) plants in the Netherlands. In order to obtain this permit, an application has to be filed with the competent authority, which is a usually local or provincial government. A regular building permit is required for the construction of new businesses or industrial premises. A building permit application has to be filed with the local government, which must decide on the application within 12 weeks of its receipt. However, should a company require both a building and an environmental permit, the former will not be issued before the application for the latter has been approved. In principle, every employer planning to employ a citizen of a country from outside the European Economic Area (EEA) must apply for a permit for this purpose. Application for such a work permit is made at the UWV WERKbedrijf in the municipality where the company is or will be located, and this must be done before the applicant moves to the Netherlands.

2 Trade name In the preliminary stages of forming a company, the incorporators must check that its proposed name is not identical to or too closely resembles that of an existing company. This is normally done by the civil law notary assisting by the incorporation of the company. A general search will be carried out to determine if there is already a business with the same or similar name registered in the Trade Register, taking into account the nature of the company, its place of business and whether it is likely that the public may confuse one company with the other. For a BV or NV, the name must begin or end with the initials B.V. or N.V., or the equivalent of the words spelled out. Internet domain name registration The Foundation Internet Domain Registration the Netherlands (SIDN) is responsible for the registration of domain names ending in:.nl. Apart from the technical requirements, SIDN's only criterion is whether the name is unique and does not concern itself with content. Nor is a potential domain name holder prevented from registering multiple names. In fact, there is no limitation on the number of domain names registered. There is no requirement for the applicant to be based in the Netherlands for a '.nl' domain name. However, if the applicant is based outside the Netherlands, an address in the Netherlands does have to be given, to which formal correspondence can be sent. The Dutch Tax Department Personnel matters Before employing personnel and drafting the conditions of employment, employers have to verify whether a Collective Labor Agreement (in Dutch: CAO) is applicable in the field of operation of the company. New employees have to be reported to the Dutch tax authority no later than the day before the work commences by means of the form 'Opgaaf eerstedagsmelding'. With this 'first day registration' the government wants to reduce black market work and illegal labor. First day registration forms can only be submitted electronically, this can be done in three ways: by means of the Dutch tax authority's internet site, using declaration or administration software, or by a tax consultant. Finally, the employer should register the employee with an applicable pension fund. An employee is free to choose his own pension plan, unless the company for which he works is covered by an industry-wide pension fund in which membership has been made obligatory by the Minister of Social Affairs and Employment. The Dutch Association of Industry-wide Pension Funds (Vereniging van Bedrijfstakpensioenfondsen, VB) provides an overview of all industry-wide pension funds on its website Civil law Notary A civil law notary in the Netherlands is a public official appointed by Royal Decree. A civil law notary has certain statutory obligations to perform services such as drawing up and executing deeds of incorporation for BVs and NVs, deeds for the transfer of shares, deeds to amend the articles of association etc. Civil law notaries also provide services with regard to real estate and family law for example, deeds for the transfer of real property and mortgages and drawing up prenuptial agreements and final wills. Civil law notaries are fully qualified legal professionals and thus entirely distinct from the profession of notary public in the United States and other common law countries. Every civil law notary has to be a member of The Royal Netherlands Notarial Organisation (KNB). More information on civil law notaries in the Netherlands is available on the website: The Chamber of Commerce Every business which is vested in the Netherlands is obliged to register itself with the Trade Register at the Chamber of Commerce. The records in the Trade Register of the Chamber of Comers hold important information for third parties for example; who has representative authority and to what extent, is the company still active or has it discontinued its business or has the business filed for bankruptcy. More information about the Chamber of Commerce and its activities or to consult the Trade Register of the Chamber of Commerce you can visit their website: 2

3 Preparations in Home Country For incorporating a subsidiary, the following data and documents need to be submitted: Name of the company; Statutory seat of the company; Purpose of the company; Information on the incorporator(s), this information includes: full name(s), private address(es), date(s) and place(s) of birth, nationality(ies), copy(ies) of passport(s). If the incorporator is a company then its annual report as well as a recent extract from the trade register should be submitted); Information on the member(s) of the board of directors (same information as mentioned above for the incorporators); If applicable, information on the member(s) of the supervisory board (same information as mentioned above for the incorporators) Power of attorney authorizing the directors or representative; The articles of association in the Dutch language (these articles of association can be drafted together with a Dutch civil law notary). For registering a branch: Name and address of the foreign legal entity or partnership, its legal form, details about the registration in its home country (such as the name of the register and the registering body, city and country of registration, registration number); A proof of registration, not older than one month, issued by the foreign registering body; In the case of a foreign legal entity, a copy of the articles of incorporation and articles of association (if these last are a separate act). These documents must be original or certified copies. All these documents should be in Dutch, English, French or German or have been translated into any of these languages; The identities and addresses of its directors and the identity of the branch manager, empowered to legally bind the company, as well as certified copies of the passports of all aforementioned persons; The office address of the branch in the Netherlands, which is to be considered its legal domicile; The trade name and a description of the business. For expatriate employees: Certificate from the foreign employer explicitly stating expatriation and the effective date of expatriation; E101/102 forms (only for EU countries). 3

4 Actions in the Netherlands The actions to be taken by an investor in the Netherlands depend on the business form chosen and on the type of activity that will be undertaken in the Netherlands. Only for a subsidiary Activity Contact Estimated timeframe Incorporation of subsidiary Civil law notary 1 month Administrative issues for subsidiary and branch Activity Contact Estimated timeframe Registration with Chamber of Commerce Trade register of local Chamber of Commerce Website: 1 day Opening of bank account Commercial bank 2-3 days Registration with the Dutch tax authority Arrangement of the necessary insurances: Local tax office Website: 4 weeks Liability insurance Insurance of business assets Legal assistance insurance Insurance company Personnel issues Activity Contact Estimated timeframe Work permit application Drawing up terms and conditions of employment, bear in mind that a 'CAO' can be applicable. Report new employees to the Dutch tax authority by means of a first-day registration form 30% tax rule application Register new employees with the applicable pension fund Legal issues UWV WERKbedrijf Website: Lawyer specialized in employment law and employers' organization Via the website of the Dutch tax authority: Belastingdienst Particulieren Buitenland (team 2) Postbus 2865, 6401 DJ Heerlen (postal address) Phone: +31 (0) (menu in foreign languages) Pension fund, see website for obligatory pension fund registration for certain fields of activity. 6 weeks 1 day 3-4 weeks Activity Contact Estimated timeframe Environmental permit application Local or provincial government 6 months 4

5 Building permit* application Local government 3 months Trademark registration Patent application Apply for import certificates, export licenses The Benelux Office for Intellectual Property (BOIP) Website: Octrooicentrum Nederland Website: Customs Website: 10 working days to a few months (depends on whether a quick search is requested by applicant or not) None (applicant may start production immediately upon filing). *If the construction of the building requires an environmental permit, the building permit will not be granted until it becomes sufficiently clear whether the environmental permit can be granted and what conditions will be attached to it. 5

6 Formation of a BV A BV is established by one or more individuals or companies that sign the deed of incorporation (akte van oprichting) before a Dutch civil law notary. The articles of incorporation should include the company's articles of association, which state the company's official name, objectives and the registered office, which is required to be in the Netherlands (the registered office need not necessarily be the company's principal place of business). The articles of incorporation should be in the Dutch language. This also applies to the articles of association, as these are a subset of the articles of incorporation. The civil law notary is completely responsible for ensuring that the articles of association comply with relevant legislation. An incorporator can be present at the signing of the articles of incorporation or can be represented by a power of attorney given to his representative or by acting through a [nominee]. There are no requirements for the incorporator with respect to his nationality or residency. Payment of capital may be made in cash or in kind. For payment in kind there is the formal requirement that a description of the contribution has to be drawn-up. It is the responsibility of the board of directors to be certain that the received payment in kind represents (reasonably) the same value as the shares that have been issued. When the deed of incorporation is executed before the civil law notary, the new BV comes into existence as a legal entity with full rights. The incorporator(s) then complete(s) the incorporation process by registering the new company with the trade register at the Chamber of Commerce. At this time, the total cost of incorporation must be disclosed. The registration will have to be accompanied by specific information, which includes: A copy of the articles of association, showing the entity's name, its business objectives and address; A statement of issued and paid-in share capital must be filed. All changes in issued and paidin capital will be filed including the name and address of the sole shareholder (if aplicable), the number of shares issued by the BV and if there are shares not fully paid-up, the name and address of the holder of these shares have to be filed together with the amount which is already paid up; An overview of names, addresses and other details of all members of the supervisory board (if applicable) and the board of directors. If the company only has one shareholder, which could be either an individual or a legal entity, then the name and address/office registration of this sole shareholder must be disclosed; A description of each managing director's authority to represent and bind the company. For example, in case there are two or more of such directors, whether one may act alone or only in combination with the other. Registration in the trade register is automatically reported in the Government Gazette ('Nederlandse Staatscourant'). The formalities required for incorporation usually take about two weeks. In the meantime, a company is allowed to function on a provisional basis, but must signify this by adding the initials i.o. (for 'in oprichting' which means 'formation in progress') to the initials BV after its name. During the preincorporation period, the BV i.o. must be registered with the trade register at the Chamber of Commerce, if it intends to conduct any business prior to incorporation. The executives acting on behalf of the BV i.o. are personally liable until the formalities concerning registration and contribution of capital have been completed and the BV has, either expressly or implicitly, ratified the actions performed on its behalf during the pre-incorporation period. Articles of association These articles set out the mission and objectives of the company and its internal regulations. No separate document containing by-laws is required. Apart from the name, the registered office and the company's objectives, the articles should contain at least the following items, some of which some are prescribed by law while others represent general good practice: 6

7 The issued and paid-up capital, by number and nominal value of shares, and the denominated currency of the share capital, including the amount of issued share capital of each type (if there are several types of shares) for each incorporator; Rules regarding the stipulated restriction on the transfer of shares or the absence thereof. A BV can decide to include a "transfer restriction clauses" (in Dutch: blokkeringsregeling), clauses which prevent the transfer of its shares without for example prior approval by the Board of Directors, or the obligation to follow certain offering system to the other shareholders. If the incorporator (or at a later time the shareholder(s)) wishes to have no transfer restriction on the shares, the absence must be specifically stipulated in the articles of association. If the articles of association do not mention anything about a transfer restriction the law provides the transfer restriction, the shareholder is obliged to offer his shares to his co-shareholder(s), if they do not wish to buy them, the shareholder is free to sell them to a third party. The powers of the managing director(s) and the procedures which are to be followed if for any reason no managing director(s) are available; Provisions regarding the supervisory board (only for companies that have such a board); The date of the financial yearend and rules as to the preparation of financial statements and audits; Rules for general meetings of shareholders; Shareholders' voting rights; The dissolution procedures; Details of all pre-incorporation agreements that the new company will be required to assume (for example, those concerning the rights of the incorporators or contributions to capital other than in cash). Name In the preliminary stages of forming a company, the incorporators must check that its proposed name is not identical to or too closely resembles that of an existing company. This can be done by the civil law notary through the Trade Register online. The name must begin or end with the initials BV or the equivalent words spelled out, but otherwise need not be in Dutch. Costs of incorporation The main expenses incurred in forming a company are: The civil law notary's fee charged for drawing up and executing the articles of incorporation. Additional fees are charged when difficult problems necessitate much correspondence, translation or discussion. If other professional advisors have been engaged, provision for their fees should not be overlooked. The notary cost of setting up a BV depends on the notary but will be in the range of EUR 2,500. The fee of the Chamber of Commerce charged for filing the company's documents in the trade register. This fee is based on the legal form of the company and its location. Registration with the trade register will cost around EUR

8 Branches and Rep Offices As part of the parent company, a branch (Dutch: "filiaal" or "nevenvestiging") is not a separate legal entity. However, like other business entities, a branch of a foreign company must be entered in the trade register of the Chamber of Commerce. Information to be filed must include: Name and address of the foreign legal entity or partnership, its legal form, details about the registration in its home country (such as the name of the register and the registering body, city and country of registration, registration number); A proof of registration, not older than one month, issued by the foreign registering body; In the case of a foreign legal entity, a copy of the articles of incorporation and articles of association (if these last are a separate act). These documents must be original or certified copies. All these documents should be in Dutch, English, French or German or have been translated into any of these languages; The identities and addresses of its directors and of the branch manager, empowered to legally bind the company; The office address of the branch in the Netherlands, which is to be considered its legal domicile; The trade name and a description of the business. Generally speaking, all the information that the foreign company needs for registration in its own country should be filed with the trade register in the Netherlands. As a rule, no financial accounts need be published. For a foreign company, a branch may be useful in the early stages of having a presence in the Netherlands. Also the speedy formation and the relative privacy of the branch can be advantageous. On the other hand, a disadvantage of the branch is the full liability of its parent for claims caused by actions carried out by the branch. Usually, foreign investors prefer to operate through a BV or NV. In principle, branches are subject to Dutch corporate income tax at the same rate as an NV or BV. Rep offices In contrast to a branch, which is a permanent establishment from which business operations are carried on, a liaison or representative office may not engage in actual business and cannot sign contracts or generate income. Its sole function is to gather market information or serve as a local communication channel. Legally, a representative office is not defined or regulated. As the representative office does not generate income, it is not subject to corporate tax. The representative(s), however, must register for personal income tax. A work permit and residence permit are, of course, also required. When hiring staff the representative office must observe the normal rules of labor law. If the activities of the liaison office change into those of a branch, the appropriate registration/amendment of registration in the trade register will have to be made. At the same time, the new entity must register for corporate tax, VAT etc. 8

9 Subsidiary versus Branch Each company's unique circumstances will steer it toward one or the other means of starting up activities in the Netherlands: via a Dutch branch (possibly creating a taxable permanent establishment in the Netherlands) or via a Dutch subsidiary. In making this decision, not only the tax consequences should be considered, but also the operational consequences. Bilateral tax treaties concluded by the Netherlands with many countries generally provide that withholding tax on dividends from a Dutch subsidiary to its foreign parent is in many cases reduced to 5%, sometimes even 0%. Assuming the 5% rate applies, total effective Dutch income tax on remitted earnings would be 28.75% (e.g. Profit = 100, after corporate income tax of 25%: profit = 75. A 5% withholding tax on 75 = Total effective corporate income tax = 25% % = 28.75%). In the absence of a treaty, the dividend withholding tax rate is 15%. The current corporation tax rate is 20% for the first EUR 200,000 of taxable income and 25% on any income in excess of EUR 200,000. No withholding tax is levied on the distribution of dividends by a subsidiary established in an EU member state to its parent company in another EU member state, provided the parent company holds at least 5% of the subsidiary's capital (or, in certain cases, voting rights). The minimum holding requirement in the Netherlands is as per 1 January 2009 reduced to 5% No minimum holding period (the time the shares must be held by the parent company before the exemption of withholding tax applies) is applicable in the Netherlands. The minimum holding period in other EU countries however can be up to 24 months. A Dutch branch of a foreign company is subject to the normal corporate income tax rate of 20.0% - 25%. However, no withholding tax on remitted earnings is due. Therefore, in case Dutch dividend withholding tax would be due on dividend distributions by a Dutch subsidiary to its parent company, the initial advantage for that parent company to have a branch in the Netherlands would be that the total Dutch effective income tax rate on remitted earnings is lower (e.g. in case the applicable withholding tax rate is 5%, the effective income tax rate can be limited to 25% rather than 28.75%). If initial losses are anticipated, the Dutch branch of a foreign company has another advantage over a subsidiary. For Dutch tax purposes, losses can be offset against future Dutch profits, whilst for foreign tax purposes, the same losses can often as well be utilized by the head office in its current-year tax return. Use of a Dutch branch may not have the above advantage in situations where it is anticipated that the operation will only break even at first, or both the Dutch branch and the foreign head office will be profitable. This is because the branch's income is subject to current taxation in both the Netherlands and the foreign country. In many cases, however, the Dutch source income will be tax exempt in the other country under the provisions of a tax treaty. Alternatively, having a Dutch subsidiary, may enable a parent company to avoid or defer taxation in its home country, simply by not distributing dividends to the foreign parent and instead reinvesting the Dutch subsidiary's earnings. Subsidiary comparison Pros Liability of shareholders is limited to the extent of their capital contribution. Unless agreed otherwise by contract, foreign parent company is not responsible for debts, obligations and liabilities of the Dutch subsidiary. Dutch nationals prefer dealing with a Dutch subsidiary as opposed to a foreign branch office. If no remittance of profits to the parent is necessary, further taxation can be deferred by reinvesting the subsidiary's earnings. Tax Treaty protection Cons More expensive, complicated and timeconsuming. Withholding tax on remitted earnings in some cases. Publication of financial statements in full is mandatory for a medium-sized or large company. Liability to various Dutch taxes may arise when the company liquidates and the shareholders have not acted in good faith. Appointment of at least one director is required by law. 9

10 Branch Comparison Pros Relatively easy to set up and costs are generally lower. No withholding tax on remitted earnings. No requirement to publish the financial result of the branch (except foreign insurance companies and banks). Losses of Dutch branch may be offset against taxes/profits of the foreign head office. Cons Operates as a foreign company and has no Dutch legal personality, so acceptance by Dutch national parties may be affected. Foreign parent company is fully responsible for debts, obligations and liabilities of the Dutch branch. Generally no Tax Treaty protection 10

11 Building portion of the AIO permit (p.a.) If you are planning a building project that involves constructing a new structure or extending a present building, one of the first questions you will face is whether you will need an AIO permit (p.a.) for building. It is established by law which structures require a full AIO permit (p.a.),or a limited one, or do not require an AIO permit (p.a.) at all. To determine if you need such a permit, or which permit applies to your situation, we advise you to contact your local governmental authority. Application for the Building portion of the AIO permit (p.a.) If a company does require an AIO permit (p.a.) for building, the application can be submitted online via the website Omgevingsloket Online" (Dutch only). The application has to include detailed specifications of the work and activities that the company intends to undertake. In addition to this form, it is necessary to present other documents, such as a plan of the current layout, drawings of the current and future state, photographs of the location, etc. In the application form's appendix, a list of documents and data that need to be attached to the request are indicated. This list details exactly what documentation is needed when applying for an AIO permit (p.a.) for building. The local authorities cannot request additional documents beyond those stated in the list. However it is possible that some of the listed documents are not relevant for a specific application. For English translation of the procedures mentioned on this Dutch online portal, please see attached document. After submitting the application form and relevant documentation, it might be the case that the local authorities will require more information. If so, this information can be requested at any time during the procedure period. Once the permit application is completed, it will be assessed by the local authority to determine its compliance with the Regional Development Plan, spatial planning laws, the building regulations, and the aesthetic appearance commission. The building part of an application for the AIO permit (p.a.) can be denied only if the permit request is not in accordance with the zoning or the Monumental Act. In case of a regular AIO permit (p.a.) for building, a definite decision from the local authorities will be received within eight weeks. This term can be extended at the discretion of the local authority once, by six weeks. After the definite answer is given, third parties can make objections within six weeks. This applies to the regular procedure. For information about the extended procedure, see the chapter AIO permit (p.a.) for the environment. It is possible to apply for a regular AIO permit (p.a.) for building in stages. In the first stage, the local authority decides if there are any objections concerning the spatial planning and the aesthetic appearance of the structures. During the second stage, the structure is checked against the technical building regulation. The first and the second stages last six weeks each, and both can be extended once by six weeks. Please note Check whether a permit is required according to the ''Wet Voorzieningen Gezondheidszorg' (hospital, retirement home, etc.); Check whether the building has listed building status (a 'monument'); In case a company requires both an AIO permit (p.a.) for building and environmental issues, the AIO permit (p.a.) needs to be approved for both aspects; An AIO permit (p.a.) for building becomes final only if no objections have been lodged within six weeks after the permit has been issued and sent to the applier. During this period of six weeks, construction is allowed at the applicant's own risk. Costs The local authority charges legal fees for reviewing an application. There are no national guidelines regarding these legal fees, meaning that they may vary between local authorities. The legal fees are stated in local laws, and can be asked for at the local authority. 11

12 An AIO permit (p.a.) for building application needs to contain: A standard application form; A survey list of submitted forms, records and required drawings; A description according to the Building Act, including user requirements, required surface area, occupation rate, residential area, utilized areas, and fire safety systems; A ground plan (situation, scale 1:1.000); A clean soil declaration; A calculation of the Energy Performance Coefficient; A calculation of the required ventilation rate; A calculation of environmental performance building materials (required as of 1 January 2013); A fire safety report; Drawings of the present and future state of the site (certain scales apply, 1:100 minimum); Section drawings; Drawings of the parking design; Drawings of the façades; Details vital to the image; Present-state photos; A siteplan of the temporary facilities (fences, gates, cabins and other temporary facilities); An HSE plan of the design phase; A description of the main construction with starting points; Other documents and data, as mentioned in the appendix of the application form, and as requested by the local authority. Advice If planning a building project that involves constructing a new structure or extending a present building, one of the first questions to be faced is whether or not an AIO permit (p.a.) for building is required. It is established by law which structures require a full AIO permit (p.a.) for building, a limited AIO permit (p.a.) for building, or do not require an AIO permit (p.a.) for building at all. To determine if such a permit is required, or which permit applies to the situation in hand, it is advised to contact the local governmental authority. In addition, other permits may be required, such as a demolition permit, timber-felling permit, or AIO permit (p.a.) for the environment; or additional documentation, for example, soil pollution or EPC (energy performance coefficient) calculations. The local authorities have all the necessary information. The Ministry of Infrastructure and the Environment has integrated the construction related permits for buildings and most environmental permits into the AIO permit (p.a). Via this AIO permit (p.a.), it is possible for the public and for businesses to submit one application with one government department, which will entail one procedure that results in one decision. Source: Tebodin Consultants & Engineers, December

13 Cost Indication for Operating a Small Office (five people) in the Netherlands The following table represents an indication of the average level of rent for office space and industrial units in the important areas in the Netherlands in The price is given in EUR per m2 per year, excluding VAT, service charges and specific requirements by tenants. Office rental costs Region Offices EUR/m 2 Industrial EUR/m 2 Amsterdam area Arnhem area Breda area Den Bosch area Eindhoven area The Hague area Maastricht area Rotterdam area Utrecht area Northern Netherlands Source: DTZ Zadelhoff, 2012 Note: DTZ is one of the world's leading real estate advisers with a stronge market presence in Europe Total gross employer costs (in euros) MD (expatriate) excluded Sales Manager 87,516 Sales Support Specialist 53,596 Office Administrator 41,743 Senior secretary 49,284 Total Human Resources 232,139 Note: Total gross employer costs = annual base salary + employer social security costs + employer pension premium (Watson & Wyatt ). Other operational costs (in euros) Telephone exchange (one base unit, 5 handsets and installation) Low Range High Range 1,500 2,800 External services: accounting & auditing 50/hour 500/hour Utilities & insurance 3,000 per month 5,000 per month Cars Lease term Km/year Lease price/month BMW 335 Sedan 60 months 20, Renault Megane Coupe Toyota Avensis Sedan 60 months 20, months 20,

14 Audi A5 Coupe 60 months 20,000 1,089 Note: Lease prices (in euros) are based on full operational lease (including fuel advance and excluding VAT) (2012) Other one-time expenses (in euros) Office furniture (desks, chairs, filing cabinets etc.) Small network (server, 5 workstations and one printer incl. installation) Small network (server, 5 workstations and one printer excl. installation) Low Range High Range 6,000 10,000 16,000 13,500 Legal & tax advisory fees 100/hour 500/hour 14

15 Becoming a Client at a Dutch Bank Who/what needs to be identified and verified? The legal entity (BV) The director(s) The (ultimate beneficiary) owner(s) (UBO) Which documents are required? Legal entity (BV) 1: a (concept) deed of incorporation drawn up by a civil-law notary with office in the Netherlands. A concept is only accepted in case the BV is 'in oprichting' (being established). Director(s) 2: a verified and certified copy of the passport of the director (s) and legal representatives mentioned in the deed of incorporation. 3: a notary document stating the address of the director (s) in their country of origin. This is applicable for all directors who are not yet registered with the Dutch authorities as a resident of the Netherlands. The owner(s) The legal entity (parent company) and persons who own or control at least 10 percent of share capital or voting rights (ultimate beneficial owner(s)) should be identified in the following way: 4: a certified copy of the Company License of the parent company showing the latest annual review status 5: a certified copy of the latest Memorandum and Articles of Association, including all revisions 6: Business registration certificate 7: An organizational chart, submitted and signed by the director of the entity or legal representative, showing all intermediate businesses. This chart must show which ultimate beneficial owners are involved in this business and representing what percentage of ownership. 8: A verified and certified copy of the passport of the ultimate beneficial owners who own or control at least 10 percent of share capital or voting rights. In the case that the UBO does not have a passport, a notary document stating / proving the persons identity is required. 9: All individual owners need to provide a notary document stating their addresses in their country of origin. Note: Identification and verification can be carried out in the following manner: by presenting the required documents to a bank employee responsible for the identification and verification of these documents: or by having the documents verified and certified by a civil-law notary or by having the documents verified and certified at the Dutch Embassy or the Dutch Consulate in one's country of origin Please note that all required documents mentioned above need to be accompanied by an official English translation. Source: NFIA (Netherlands Foreign Investment Agency 15