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Setting Up a Business as a Foreigner in the Netherlands:

Setting up a business in the Netherlands offers tremendous opportunities for international entrepreneurs. With its strategic location, stable economy, and highly skilled workforce, the country attracts founders from across the globe. However, navigating legal, fiscal, and cultural aspects can be challenging without expert guidance. This article explores how foreign individuals and companies can successfully establish operations in the Dutch market.

Why the Netherlands.

The Netherlands ranks among the most attractive countries for business in Europe. It boasts robust infrastructure, multilingual talent, competitive tax rates, and strong protections for business owners. Its membership in the EU and international trade agreements further enhance its appeal to global investors.

Legal Forms for Foreign Founders

Foreign entrepreneurs can choose from several legal forms, with the Besloten Vennootschap (B.V.) being the most common. Other options include sole proprietorships (eenmanszaak), partnerships (VOF or CV), and branches of foreign companies. Each form has implications for taxation, liability, and operational flexibility.

Company Formation Procedure.

The process involves choosing a business name, drafting articles of association, incorporating via a civil-law notary, and registering with the Dutch Chamber of Commerce (KvK). Once registered, the entity receives a unique RSIN and KvK number, which are essential for banking and tax filings.

Banking and Financial Setup.

Opening a Dutch business bank account requires proper identification, proof of registration, and often a physical presence. Some banks accept foreign shareholders; others may require local directors. Digital banks and fintech solutions are increasingly common but may come with limitations for new foreign-owned entities.

Taxation and VAT Registration

All Dutch companies are subject to corporate income tax (CIT), currently 19% up to €200,000 and 25.8% thereafter. Most businesses must also register for VAT (BTW) and file periodic returns. Understanding the interaction between Dutch and home-country tax rules is critical for compliance and efficiency.

Residence and Work Permits.

Non-EU entrepreneurs may require a residence permit under the Dutch startup visa scheme or self-employed pathway. These require a viable business plan, adequate funding, and added value to the Dutch economy. Montclare collaborates with legal partners to ensure immigration alignment with business goals.

Compliance and Administration.

Ongoing obligations include annual accounts, tax filings, employee registration (if applicable), and maintaining accurate records. Failure to meet compliance standards can result in fines, deregistration, or reputational risk. Professional support is recommended, especially in the first two years of operation.

Case Study: A Tech Startup from Canada

A Canadian entrepreneur launched a healthtech platform in Rotterdam under a B.V. With Montclare's assistance, she secured a startup visa, opened a business account, and accessed Dutch innovation subsidies. The company raised €750,000 in its first funding round and now employs a multilingual team serving EU clients.

How Montclare Can Help

Montclare supports foreign founders with strategic advice, incorporation services, compliance planning, and local partnerships. Whether you’re launching a startup, expanding an existing company, or exploring new ventures, our team ensures a smooth and legally sound entry into the Dutch market.

Let’s Talk

Book a consultation at contact@montclarecapital.com or visit www.montclarecapital.com. Internal link: For related services, see Entrepreneurs & SMEs and Business Structuring & Expansion. Download our full guide to business incorporation in the Netherlands.

Optimizing Your Tax Strategy in the Netherlands

Taxation in the Netherlands is both a strategic opportunity and a potential risk for expats, entrepreneurs, and international investors. The Dutch tax system offers clarity and legal safeguards. Without a structured approach, you may pay more than necessary or miss out on available benefits. At Montclare Capital Partners, we specialize in optimizing tax strategies tailored to your personal and business goals.

Understanding the Dutch Tax Landscape.

Box I: Income from Employment and Property.

For most individuals, Box I is the core tax category, including salary, pensions, and income from owner-occupied property. The 30% ruling can be a major benefit for highly skilled migrants, providing a tax-free allowance for up to five years. Mortgage interest on your primary residence remains deductible under strict conditions.

Box II: Substantial Shareholders.

Those holding at least 5% of shares in a company face taxation under Box II, currently at 26.9%. Holding shares through a private limited company (B.V.) offers potential tax planning opportunities. Dividend withholding tax and double taxation treaties must be considered when distributing profits.

Box III: Wealth and Investments.

Box III applies to savings, stocks, and other investments above the tax-free threshold. The Dutch government introduced a new system in 2023, taxing assumed returns based on asset category. Strategic asset placement, such as through structures or family holdings, can mitigate Box III exposure.

Structuring Through a Dutch B.V.

A Besloten Vennootschap (B.V.) can be used to hold assets, operate businesses, or invest. Corporate income tax applies to profits, currently 19% up to €200,000 and 25.8% above, with dividends taxed separately. This structure allows income smoothing, reinvestment of profits, and intergenerational planning.

Expats and the 30% Ruling.

The 30% ruling offers a significant tax exemption for international employees moving to the Netherlands. Eligibility criteria include being recruited abroad, possessing scarce skills, and meeting salary thresholds. The ruling simplifies relocation, covers some education costs, and can extend to partners in some cases.

Deductions and Allowances.

Common deductions include mortgage interest, alimony payments, and charitable donations. Business owners can also claim start-up deductions and SME allowances. Hiring a tax advisor helps you identify lesser-known deductions and avoid mistakes.

nternational Tax Treaties.

The Netherlands has an extensive network of double tax treaties with over 90 countries. These treaties prevent double taxation, determine residency status, and clarify tax obligations. Strategic residency and treaty use can significantly impact your net tax position.

VAT (BTW) for Entrepreneurs.

Value-added tax applies to most goods and services in the Netherlands, with standard (21%), reduced (9%), and 0% rates. Entrepreneurs must register for VAT and file periodic returns. VAT exemptions apply to sectors like healthcare, education, and real estate under specific conditions.

Inheritance and Gift Tax Planning.

The Netherlands imposes inheritance and gift taxes based on relationship and amount. Structures like family foundations or cross-border gifts may reduce exposure. Proper succession planning ensures your wealth passes on efficiently and legally.

Case Study: Tax Efficiency for a Dual Resident Investor.

A Spanish entrepreneur residing part-time in Amsterdam structured his Dutch real estate under a B.V. to avoid Box III tax. He leveraged the 30% ruling for his salary, used EU treaty protections, and claimed interest deductions. The result: Over €45,000 in tax savings in the first year and streamlined compliance across jurisdictions.

How Montclare Can Help.

At Montclare, we combine technical expertise with discretion and clarity. We act as your strategic sparring partner in tax structuring, compliance, and long-term wealth planning. Whether you’re an expat, investor, or business owner, our multilingual team aligns your financial life with Dutch and EU law.

Let’s Talk.

Book a consultation at contact@montclarecapital.com or visit www.montclarecapital.com. Internal link: For related services, see Tax Structuring and Entrepreneurs & SMEs. Download our full guide to tax optimization in the Netherlands.

Holding Structures for Real Estate Investments in the Netherlands

Real estate remains one of the most secure and rewarding forms of investment, particularly in a stable and strategically located country like the Netherlands. For both local and international investors, how you structure your real estate holdings can have a significant impact on tax efficiency, operational flexibility, and long-term asset protection. At Montclare Capital Partners, we advise clients on setting up and managing effective holding structures for real estate investment across Dutch and European jurisdictions.

Why Structure Matters.

Choosing the right holding structure is not merely a legal formality—it is a cornerstone of a sound investment strategy. A well-designed structure can help investors:

Typical Holding Structures in the Netherlands.

Besloten Vennootschap (B.V.).

The most common vehicle for property ownership, especially for rental portfolios or developments. It offers limited liability, corporate tax rates, and dividend distribution flexibility.

Stichting Administratiekantoor (STAK).

Often used in conjunction with a B.V. to separate economic and voting rights. Ideal for estate planning or co-ownership.

Cooperative (Coöperatie).

Less common but useful for collective investment in larger projects. Can offer some tax flexibility when structured correctly.

International Structures and Their Uses.

For foreign investors, it is often beneficial to combine Dutch entities with international structures such as:

Spanish S.L. or Italian S.r.l. for Southern Europe.
Luxembourg SOPARFI for holding and finance activities.
UAE or Malta-based holding companies for tax treaty benefits.
Delaware LLCs for U.S.-based investors looking to access European property markets.

Case Study: EU Investor Portfolio.

A group of investors from Italy and Germany purchased commercial properties in Amsterdam and Rotterdam. Montclare advised setting up a Dutch B.V. as the operational entity and a Luxembourg holding company as the parent. The structure allowed tax optimization on dividends and capital gains, while ensuring EU compliance and investment protection.

Benefits of a Layered Holding Model.

Layered structures are often used by professional investors to:

Separate ownership from operations.

Facilitate joint ventures or co-investment deals.

Prepare for future resale or refinancing.

Protect personal assets from commercial risks.

Tax Considerations.

Dutch Corporate Income Tax (CIT) applies to B.V.s, with rates currently at 19% (up to €200,000) and 25.8% beyond.

Dividend withholding tax applies on profit distribution, though treaties may reduce this.

VAT considerations apply for commercial properties or new developments.

Capital gains are generally taxed at the corporate level, not the personal level.

Financing and Banking.

Banks are generally more receptive to lending when property is held in a B.V. or other corporate structure. Financing terms, risk assessment, and repayment planning are easier to structure when assets are clearly defined within a legal entity.

Compliance and Reporting.

Structured investments must comply with:

I. Annual filing of financial statements.

II. Proper bookkeeping and VAT declarations.

III. Disclosure of ultimate beneficial owners (UBO).

IV. Notary oversight for structural changes or capital contributions.

Integration with Wealth Planning.

Property holding structures are most powerful when they are integrated into a wider personal or family wealth plan. We advise on:

I. Intergenerational transfer using trusts or STAKs.

II. Gifting or inheritance tax strategies.

III. Foundation structures for philanthropic or legacy purposes.

Montclare’s Role.

We provide end-to-end support:

I. Structural design.

II. Legal formation and notarial coordination.

III. Tax forecasting and compliance.

IV. Liaison with banks, notaries, and tax authorities.

Let’s Build Together.

Whether you are buying your first Dutch property or managing an international portfolio, we help you protect and optimize your investment through thoughtful structuring.
Contact us at contact@montclarecapital.com to begin your consultation.

Internal links: This article is relevant to our services in Tax Structuring, Foundations & Legacy Structures, and Business Structuring & Expansion.

Silent Partnerships and Trusted Advisory: A Legacy Tool

For centuries, the most enduring legacies in Europe and beyond have not only come from wealth but from the structures that discreetly protect it. In today’s dynamic business environment, silent partnerships represent one of the most sophisticated tools for aligning financial discretion, governance, and cross-generational continuity. At Montclare’s Capital Partners, we help clients harness this tool in tandem with trusted advisory to create long-lasting impact, protection, and peace of mind.

What Is a Silent Partnership.

A silent partnership, also known in Dutch as a "stille vennootschap," is a private contractual agreement between a financier and an operating entrepreneur. The financier contributes capital without being publicly involved in operations or management. Unlike traditional partnerships, the silent partner does not appear on public records or in the commercial registry. This confidentiality can be vital in sensitive industries, family arrangements, or private investment circles.

Historical Legacy and Modern Use.

Silent partnerships have existed in Europe since the early Renaissance, used by merchant families and trading houses to fund ventures without public exposure. Today, they are equally relevant in sectors such as real estate, professional services, succession planning, and discreet investment vehicles. While the form has evolved, the core benefits—confidentiality, flexibility, and alignment—remain.

Key Characteristics and Legal Structure.

A silent partnership in the Netherlands is not governed by the Dutch Commercial Code in the same way as a public general partnership. It is a private agreement usually validated through notarial deed or written contract. The silent partner provides capital. The active partner runs the business. The silent partner has no public liability and only shares in profits or losses as defined. There are typically no shareholder rights or operational influence. This arrangement makes it particularly attractive to investors seeking passive returns or families funding ventures for future generations.

Advantages of Silent Partnerships.

The appeal of silent partnerships lies in their strategic positioning. First, they offer discretion. The silent partner’s identity and participation remain confidential. Second, they offer flexibility. Profit-sharing terms, exit clauses, and governance models can be fully tailored. Third, they offer protection. The silent partner’s liability is limited to their capital contribution.

Fourth, they offer legacy integration. Families can fund ventures for heirs while retaining capital control and setting long-term performance triggers. Fifth, they enhance financing options. Many SMEs benefit from private capital injections through silent partnerships without diluting equity or ceding control.

Use Cases in the Dutch Market.

Silent partnerships are increasingly popular in the Netherlands, especially among family businesses, real estate developers, and service firms. A family might fund a child’s boutique hotel in Amsterdam without formal incorporation. A retired professional may back a niche consultancy while keeping personal exposure off-record. Or two foreign investors might fund a Dutch enterprise under a silent agreement to simplify cross-border compliance. These examples reflect the adaptability of the format to real-world needs.

International Considerations.

Silent partnerships can be used not only in the Netherlands but across multiple jurisdictions with proper legal alignment. Montclare regularly assists clients in establishing such arrangements between Dutch, Spanish, German, and Latin American entities. Key considerations include tax treatment in each country. Capital repatriation clauses. Treaty alignment. And risk exposure in insolvency cases. We coordinate with local counsel to ensure the arrangement meets legal and fiscal expectations across borders.

How Montclare Structures Silent Partnerships.

At Montclare, we start by understanding the client’s strategic objective. Is it to quietly back a venture. Fund a next-generation project. Create recurring income without visibility. Or enable international co-investment. We then identify the most appropriate legal vehicle. Draft the silent partnership agreement with the right profit-sharing, dispute resolution, and exit strategies. Coordinate tax implications in the Netherlands and other involved jurisdictions. And, where needed, set up adjacent structures such as a Dutch B.V., a foundation, or escrow mechanisms to protect capital.

Trusted Advisory as the Cornerstone.

Silent partnerships do not operate in a vacuum. Their success depends on trusted advisors who understand both the legal mechanics and the human dynamics involved. Montclare functions as this bridge—helping align silent partners and entrepreneurs, ensuring clarity and fairness, and mediating when expectations diverge. Our advisory model emphasizes discretion, neutrality, and long-term vision. This role becomes even more critical when the silent partner is a family member, heir, or investor living abroad.

Real Estate and Silent Investment.

Silent partnerships are often used in real estate ventures where family members or close associates fund development or renovation projects. For example, a client in Rotterdam wished to convert a historical canal property into a boutique hotel. His parents provided €800,000 through a silent agreement that allowed full creative freedom while ensuring revenue-sharing post-opening. The capital was repaid within five years, with profit margins exceeding expectations—all without registering the family name or exposure in business filings.

Confidentiality and Succession Planning.

For high-net-worth families, succession planning often involves silent investment structures to gradually empower younger generations. By investing in their ventures silently, families can test capability, build trust, and support learning—all while maintaining overarching control and risk management. Montclare designs these structures to reflect family values, including triggers that release further capital only upon reaching specified milestones.

Risk Management and Dispute Resolution.

While silent partnerships reduce public exposure, they require robust internal clarity. Montclare places strong emphasis on drafting agreements that cover worst-case scenarios: early exit, insolvency of the active partner, failure to meet KPIs, or capital misuse. Clear language, objective benchmarks, and independent mediation clauses are built in. We also guide clients on auditing silent ventures to ensure compliance and safeguard trust.

Compatibility with Foundations and Trusts.

In some cases, silent partners operate through private family foundations or offshore trusts. This allows capital to be deployed in line with philanthropic or legacy goals, while retaining separation from personal accounts. Montclare ensures legal compatibility between Dutch partnerships and these vehicles, especially when operating across multiple EU countries and Latin America. The alignment of purpose, tax efficiency, and risk management is a hallmark of our silent partnership service.

When Not to Use a Silent Partnership.

Despite their many advantages, silent partnerships are not for everyone. In businesses requiring public transparency for regulatory reasons—such as financial institutions or listed companies—they may be inappropriate. When the capital provider desires significant control or branding visibility, alternative structures like shareholder agreements or holding companies may be better suited. Montclare helps evaluate the best path based on strategic intent.

Final Thoughts: Why Silent Partnerships Still Matter.

In an age of increasing digital transparency, discretion remains a valuable currency. Silent partnerships offer a timeless, elegant solution for those who value privacy, control, and strategic flexibility. When paired with trusted advisory, they become more than a financial arrangement—they become a legacy tool. At Montclare, we believe in the power of unseen influence and carefully structured opportunity.

Let’s Talk

Are you considering a silent partnership to fund a business, support your heirs, or expand discreetly across borders. Book a consultation with our advisory team. We’ll listen first, structure second. And always act with integrity. Visit www.montclarecapital.com or email contact@montclarecapital.com.

Internal linking suggestions:

See also Foundations & Legacy Structures
Related service: Real Estate Advisory
For expat family structures: Entrepreneurs & SMEs
Guide: Tax Structuring

Strategic Purpose and Family Continuity.

Montclare Capital Partners specializes in crafting family wealth strategies that preserve legacies across generations. We recognize that wealth is not only about financial assets, but about values, aspirations, and long-term impact. Through our personalized approach, we help clients define their legacy goals and translate them into legal and financial structures. Our team at Montclare supports clients through bespoke strategies, working closely with tax structuring and real estate advisory specialists to align legal tools with long-term goals.

Defining Wealth in the Modern Context.

For international families, wealth often spans continents, currencies, and jurisdictions. Real estate holdings, business interests, intellectual property, and investment portfolios must be viewed not only as assets, but as part of a coherent and sustainable ecosystem. At Montclare, we help clients map, evaluate, and structure their wealth to ensure both control and continuity.

Common Vehicles and Their Uses.

Foundations, trusts, family offices, and corporate holdings are the main tools used in wealth preservation. Each serves a unique purpose: foundations ensure purpose-driven continuity; trusts offer asset protection and discretion; holding companies consolidate ownership. Depending on your jurisdiction and goals, we may advise using Dutch foundations (stichtingen), Spanish 'fundaciones', or Luxembourg family holding companies—often linked with our cross-border holding solutions for asset protection.

Why the Netherlands is a Preferred Jurisdiction.

The Dutch legal framework offers unique benefits for international families. Foundations (stichtingen) are highly flexible, discreet, and free from shareholder interference. Combined with favorable tax treatment and the Netherlands’ political stability, these structures provide both peace of mind and strategic efficiency.

Estate Planning and Succession.

Montclare assists in drafting cross-border estate plans that align with both civil and common law traditions. We facilitate testamentary documents, charitable legacies, and generational governance systems, integrating them into the larger family strategy. Through our advisory services, families minimize the risk of disputes and ensure smooth transition of control.

Jurisdictional Preferences.

In the Netherlands, stichtingen offer a compelling mix of privacy and legal autonomy. We often integrate them into larger business structuring and expansion plans when family-owned companies are involved. In Spain and Italy, fundaciones and family offices benefit from civil code protections. In Luxembourg and Switzerland, foundations are often paired with investment platforms. Montclare helps clients choose the right jurisdiction for their legacy strategy.

Multijurisdictional Compliance.

Our work accounts for reporting obligations, transparency laws (like CRS and FATCA), and beneficial ownership registration. We ensure your structure complies with EU regulations while offering maximum privacy and control.

Philanthropy and Social Impact.

Many families use foundations to give back to society through education, culture, or sustainability initiatives. We help design governance systems and charitable purpose statements that ensure both transparency and impact. This not only enhances family reputation but also nurtures intergenerational cohesion around shared values.

Case Study: Latin American Family in Transition.

A multigenerational family from Colombia with real estate in Europe and the Middle East worked with Montclare to establish a Dutch foundation. The structure unified assets, preserved privacy, and integrated a philanthropic mission in Bogotá. Over five years, the family transferred shares from various companies into the foundation, achieving continuity, tax neutrality, and a clearer family governance model.

Our Engagement Process.

Our advisory team combines financial, legal, and generational planning expertise. We also work in tandem with our silent partnership and entrepreneurs & SMEs services when families seek to co-invest across generations or involve external managers. We begin with an onboarding session, move to diagnostic analysis, and offer tailored packages based on complexity and jurisdictions involved.

Let’s Talk

Start your legacy journey with Montclare Capital Partners. Book your consultation at contact@montclarecapital.com or visit www.montclarecapital.com.

Internal linking suggestions:

See also Foundations & Legacy Structures
Related service: Real Estate Advisory
For expat family structures: Entrepreneurs & SMEs
Guide: Tax Structuring