Best Investment & Business Structuring Lawyers in Rijswijk

1. About Investment & Business Structuring Law in Rijswijk, Netherlands

Investment & business structuring law in the Netherlands governs how individuals and companies create, reorganize and operate business entities and investment vehicles. It covers entity choice, governance, capital structures, and cross border activities. In Rijswijk, as in the rest of the Netherlands, this area is anchored in national law and Dutch civil and tax rules rather than local city ordinances.

Key concerns include choosing between a private limited company (BV) and a public company (NV), establishing holding or SPV structures for property or venture investments, and aligning corporate structure with tax efficiency and regulatory compliance. Notaries and corporate lawyers in the Netherlands play crucial roles in forming entities, drafting shareholder agreements, and ensuring compliance with ongoing reporting obligations.

For residents of Rijswijk, proximity to The Hague and major law firms means access to specialists who understand cross border investments, family ownership transitions, and M&A activity within Dutch and EU frameworks. The fixed processes for formation, governance, and reorganization remain consistent nationwide, with local counsel providing tailored guidance on real estate, permitting, and regional business considerations.

Illustrative trends include increased focus on anti money laundering compliance, tax transparency, and the use of Dutch holding structures to optimize cross border investments within EU rules. In addition, changes in corporate taxation and enforcement priorities influence how structures are planned and maintained over time.

Source note: Dutch corporate and investment structuring is shaped by national statutes and EU guidance on corporate governance and taxation. See Dutch law texts and EU tax guidance for specifics on rates and obligations.

2. Why You May Need a Lawyer

• Setting up a Dutch SPV for a Rijswijk real estate project - You plan to acquire several properties in and around Rijswijk. You want a BV as the holding vehicle and need a legally sound shareholding plan, transfer documentation, and a tax efficient structure. An attorney can draft the articles of association, advise on the fiscal unity option, and align ownership with liability protection.
• Cross border expansion from a non EU country - Your company from abroad wants a Dutch subsidiary to access EU markets. You need to confirm correct entity type, transfer pricing alignment, and treaty benefits. A lawyer helps with corporate formation, inter company agreements, and local compliance.
• Reorganizing two Dutch affiliates into a single group - You plan a merger or a share swap between Dutch subsidiaries. You require careful drafting of the merger deed, consideration of the tax consequences, and compliance with Dutch corporate law. Legal counsel guides due diligence and ensures a compliant transaction.
• Asset protection through a Dutch foundation (stichting) - You want to separate ownership of assets from operating risk. A lawyer can assess whether a stichting is appropriate, draft the articles, and ensure correct use of governance and control mechanisms to meet tax and regulatory standards.
• Compliance with anti money laundering rules for investment funds - Your fund must meet Wwft requirements for customer due diligence, ongoing monitoring, and reporting. A lawyer helps design compliant policies, risk assessments, and documentation for regulators.
• Succession planning for a family business - You need a plan that preserves business continuity and minimizes tax. A lawyer can structure a holding company, draft shareholder agreements, and align with inheritance and gift tax considerations.

3. Local Laws Overview

• Burgerlijk Wetboek Boek 2 (BV and NV structures) - This section of the Dutch Civil Code governs creation, governance, and dissolution of corporate entities such as BV and NV. It requires a notarial deed for incorporation and sets out shareholder rights, director duties, and capital rules. Effective across the Netherlands.
• Wet op de vennootschapsbelasting 1969 (CIT) - Governs corporate income tax for Dutch resident and foreign owned companies. It includes two brackets and rules on fiscal unity and cross border distributions. Recent years have maintained the two bracket system with thresholds adjusted periodically. Key reference for corporate tax planning.
• Wet op de omzetbelasting 1968 (BTW) - Dutch value added tax regime applying to goods and services, with special regimes for real estate, cross border supplies, and intra EU operations. VAT planning affects structuring and cross border transactions. Important for invoicing and input tax recovery.

“Dutch corporate income tax rates in 2023 and 2024 comprise 19 percent up to €200 000 and 25.8 percent above that threshold.” - Dutch tax guidance

“The Wwft requires financial institutions and certain service providers to perform client due diligence and ongoing monitoring to prevent money laundering and terrorist financing.” - Netherlands anti money laundering framework

Notes on sources: For legal texts see wetten.overheid.nl, which hosts official Dutch legislation, including Boek 2 and tax acts. For general regulatory guidance and compliance concepts, see official Dutch government portals and EU guidance on anti tax avoidance and corporate governance.

In addition, EU guidelines such as the Anti Tax Avoidance Directives shape Dutch interpretation of interest limitation rules and cross border taxation. See EU resources for high level guidance at europa.eu.

4. Frequently Asked Questions

What is the scope of Investment & Business Structuring law in the Netherlands?

It covers entity formation, governance, capital structure, and cross border investment arrangements. It also includes tax planning within statutory boundaries and regulatory compliance for Dutch and EU jurisdictions.

How do I form a Dutch BV for my Rijswijk venture?

You need a notarial deed of incorporation, a completed Articles of Association, and registration with the KvK. A lawyer can coordinate notary filings and ensure share structure aligns with tax goals.

When should I consider a fiscal unity for my group?

When multiple Dutch entities are under common control, a fiscal unity can consolidate corporate taxes. An attorney will evaluate eligibility, accounting impacts, and transfer pricing considerations.

Where can I find the authoritative Dutch law texts for corporate structuring?

Authoritative texts are available at wetten.overheid.nl, which hosts the Burgerlijk Wetboek and tax acts used in structuring decisions.

Why are transfer pricing and cross border rules important for Rijswijk investments?

They affect pricing between related entities and determine where profits are taxed. Proper documentation and local compliance reduce audit risk and penalties.

Do I need a Dutch lawyer to handle a merger in the Netherlands?

Yes. A Dutch lawyer ensures the merger deed, statutory filings, and tax consequences are correctly handled and compliant with Boek 2 and CI rules.

How much does typical Dutch corporate tax planning cost with a lawyer?

Costs vary by complexity, but a mid size restructuring can involve several thousand euros in fees plus notary costs and tax advice. An upfront scope and budget help avoid surprises.

What is the timeline to set up a Dutch holding company for investment purposes?

Establishing a holding company typically takes 2-6 weeks, depending on the corporate structure, notary availability, and tax approvals. Expect additional time for regulatory compliance checks.

Do I need to comply with anti money laundering rules for investment entities?

Yes. Dutch Wwft requires risk based due diligence for clients and counterparties, with ongoing monitoring and reporting obligations where applicable.

Is a foundation (stichting) ever useful for business structuring?

Yes, a stichting can separate ownership of assets from operating risk and provide governance control. It is commonly used for asset protection and charitable or philanthropic aims.

What distinguishes a BV from an NV in practice?

A BV is suited for smaller or privately held ventures with limited liability, while an NV is designed for larger, publicly traded companies or those seeking broad capital access. Both require compliance under Boek 2 and corporate law.

5. Additional Resources

• Kamer van Koophandel (KvK) - The Dutch Chamber of Commerce provides company registration, business reports, and local guidance for startups and established firms. https://www.kvk.nl
• Belastingdienst - Dutch tax authority offering guidance on corporate income tax, VAT, and cross border tax compliance. https://www.belastingdienst.nl
• European Commission Taxation and Customs Union - EU level guidance on cross border taxation and anti avoidance directives that influence Dutch structuring. https://ec.europa.eu/taxation_customs/home_en

6. Next Steps

1. Define your objectives - Clarify desired entity type, corporate features, and cross border plans. Set a target timeline and budget for legal and regulatory work.
2. Gather key documents - Collect identification, proof of address, corporate documents of any existing entities, and current contracts or ownership structures.
3. Select a specialized lawyer or law firm - Choose a Dutch attorney or solicitor with experience in investment structuring, corporate law and tax planning for the Netherlands. Schedule an intake call.
4. Obtain a scope and fee estimate - Request a written plan outlining steps, deliverables, and costs. Include notary and potential tax advisory fees.
5. Draft and review documents - Work with your counsel on Articles of Association, shareholder agreements, and any merger or reorganization deeds. Ensure regulatory filings are aligned with your plan.
6. Complete regulatory filings and registrations - File with the Kamer van Koophandel and ensure tax registrations are in place. Confirm VAT and CIT compliance needs are met.
7. Implement and monitor - Put the new structure into operation with ongoing compliance checks, governance protocols, and periodic reviews to adapt to changes in law.