Easy registration of a Ukrainian business in The Netherlands

Ukrainians who have fled to The Netherlands want to get to work as quickly as possible. They can work in paid employment, or, under strict conditions, as entrepreneurs. This article explains the conditions for registering a Ukrainian refugee with The Netherlands Chamber of Commerce KVK Business Register.

This information was written for persons who are providing shelter or support to a refugee.

Paid employment

The easiest way for Ukrainian refugees to find work in The Netherlands is in paid employment. Since 1 April, employers do not have to apply for a?work permit?for Ukrainians.

Are you an entrepreneur and do you want to hire someone from Ukraine? Read what this entails in?Offering work to Ukrainian refugees.

If you are a paid employee, it is highly recommended to become a member of the FNV, the largest trade union in The Netherlands.

Starting a business in The Netherlands

To avoid exploitation, there are strict rules for starting a business in The Netherlands as a refugee. A work permit is mandatory for entrepreneurs. A prospective customer or client has to apply for this permit to the Employee Insurance Agency (UWV).

Conditions for the TWV work permit

The?conditions for getting a work permit as an entrepreneur?(in Dutch) are strict. Prospective customers have to be able to prove that they have not been able to find a suitable candidate from doing the work inside the EEA. Also, UWV does not issue work permits for several sectors, such as construction, hospitality, agriculture, or personal services.

Ukrainian entrepreneurs do not have to show their work permit when they register with KVK. They do need it to be allowed to work after they have registered.

Registration at KVK

If a Ukrainian refugee meets the?conditions to run a business in The Netherlands, they can?register with KVK. These are the steps towards registration:

1. Register with the municipality
2. Municipalities?register?(in Dutch) Ukrainian refugees in the Personal Records Database (Basisregistratie Personen, BRP) on the address where they reside. This may also be a temporary address, or the address of a host family. Is there no address of residence? In that case, the municipality has to provide a letterbox address (briefadres).
3. Apply for DigiD
4. After registration in the BRP, the refugee receives a Citizen Service Number (BSN). They can use this to apply for a DigiD.
5. Make an appointment.
6. As soon as the aspiring entrepreneur has a DigiD, they can prepare their registration online and make an appointment at one of the KVK offices. They can list the address on which they have been registered by the municipality. No official approval is required from the host family, but it may be useful to discuss this. After all, the address on which the business is registered will become public. To register on a letterbox address, a?declaration of consent?(toestemmingsverklaring) is required.
7. Register with KVK
8. The entrepreneur visits the KVK office where they have an appointment. KVK registers them with the Business Register (Handelsregister).

Note: the entrepreneur can also register with KVK if they already were registered in Ukraine with a company with legal personality. The original company documents (articles of association or incorporation) are required.?

More information can be found on the website of the Dutch government.

Foreign company registration

If you wish to establish your legal entity in the Netherlands, there are 3 options:

1. You wish to establish your business here permanently.
2. You do not wish to establish your business here permanently, but temporarily.
3. You want to have personnel working here on behalf of your business, but you have no business establishment here.

Permanent establishment in the Netherlands

If you are a foreign company with a Dutch branch (permanent establishment), you must be registered in the Business Register. Registration is done either in person or by sending in several documents and forms.

Who can register the company?

You can register the business in the Business Register if you are:

• a director of the company.
• a manager of the Dutch branch and have a power of attorney demonstrating that you are the manager. That power of attorney must be in Dutch with original signatures of the director. You are also required to register as a manager.

How can you register the company?

You must present yourself in person by appointment at the Netherlands Chamber of Commerce KVK with valid proof of identity. An official living abroad is not required to provide proof of identity in person, but can send in a number of documents.

Which form you have to use depends on the type of registration:

• Registration of a non-resident legal entity?(Form 6) - use this form if you wish to register your business in the Netherlands for the first time.
• Registration of a branch office?(Form 9) - use this form if you are already established in the Netherlands, and wish to open a branch office.
• Registration of an official of a legal entity?(Form 11) - use this form to register a director, supervisory board member, or other company official.
• Registration of an authorised representative business agent?(Form 13) - use this form to register your Dutch representative or business agent.

The?English-language forms?can be used for standard details. Free-form texts such the description of activities et cetera must always be stated in Dutch or in English with a translation.

Please note: foreign companies can only register in the Business Register if they are legal entities. If you wish to open a Dutch branch of, for instance, your foreign sole proprietorship, you will need to set up a new business.

The documents you must submit in either Dutch, English, German or French are:

• proof of company registration from the country where it was founded (no older than one month);
• certified copy of the Memorandum of Association;
• certified copy of the Articles of Association;
• certificate of incumbency, which clearly shows the appointed Board of Directors.

The documents must be certified as authentic copies or original documents. KVK can ask for a document that confirms the authenticity of the foreign public deeds (an ‘apostille’).

If you have any questions relating to your registration, please?contact KVK.

No permanent establishment in the Netherlands

If you are a foreign legal entity that does not have a permanent establishment in the Netherlands, you do not have to register with the Business Register. However, if your business involves VAT, you will have to register with the?Dutch Tax and Customs Administration.

Please note: Registration is also mandatory for foreign businesses without a Dutch branch that provide workers on a paid basis in or to the Netherlands. Examples of such companies are temporary employment agencies, payroll companies and jobs pools based outside the Netherlands but active in the Netherlands.

Registration employment agencies and other suppliers of workers

If your organisation supplies workers in the Netherlands, you must include this information explicitly in your registration in the Business Register. This also applies to foreign companies offering their employment services without a Dutch branch and businesses referred to as '06-vans' (mobile employment agencies). Failing to do so may result in high administrative fines. If you hire staff from a supplier which is not listed in the Handerlsregister, you may be fined as well. You should therefore always check whether the supplier has been registered correctly. You can use the?Waadi check?offered by KVK for this purpose. 'Waadi' relates to the Placement of Personnel by Intermediaries Act (WAADI: 'Wet allocatie arbeidskrachten door intermediairs').

Requirements for companies formally registered abroad

The Companies Formally Registered Abroad Act (Wfbv: 'Wet op de formeel buitenlandse vennootschappen') applies to companies from outside the European Economic Area that operate entirely in the Netherlands and have no real connection with the country of incorporation.

Must a foreign company that is a director of a Dutch legal entity register as well?

Only the Dutch legal entity must register and state the details of the foreign company acting as director.

Must a Dutch legal entity with only branches outside the Netherlands register as well?

The Dutch legal entity must register in the Business Register. The details of the business abroad are not entered in the Business Register.

Language

You must provide these documents in Dutch, German, English or French. The documents must be certified as authentic copies or original documents. KVK can ask for a document that confirms the authenticity of the foreign public deeds (an 'apostille').