Best Investment & Business Structuring Lawyers in Roosendaal

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

Investment and business structuring in Roosendaal operates under Dutch civil and corporate law, with local compliance guided by national and European frameworks. The main aim is to balance liability protection, governance control, taxation, and access to capital for Roosendaal businesses. Common forms include a Besloten Vennootschap (BV), Naamloze Vennootschap (NV), and sole proprietorship, each with distinct liability and tax implications.

In the Netherlands, a BV or NV usually requires the deed of incorporation to be executed by a civil-law notary, and share transfers often require a notarial deed. Roosendaal entrepreneurs frequently rely on local law firms for structuring advice, due diligence, and drafting of shareholder agreements to align ownership, management, and exit strategies. Understanding the interaction between corporate governance, tax planning, and regulatory compliance is essential for sustainable growth in Roosendaal's market context.

Key governance concerns include minority protection, decision rights on major corporate actions, and the ability to raise external capital from Roosendaal or international investors. With Roosendaal's position as a regional logistics and SME hub near Breda and the Belgian border, cross-border structuring and supply chain considerations are common. A dedicated local counsel can tailor structuring choices to Roosendaal’s specific industry and growth trajectory.

Source: Kamer van Koophandel (KvK) - starting and running a business in the Netherlands

Source: Rijksoverheid - official government information on Dutch corporate law and business regulation

2. Why You May Need a Lawyer

• You plan to convert a Roosendaal sole proprietorship into a BV to limit personal liability. A lawyer can structure the ownership, draft the deed of incorporation, and prepare a comprehensive shareholders agreement to govern future changes and exit options.
• You want to attract Roosendaal-based venture capital or private equity funding. A lawyer helps design a share structure, veto rights, and anti-dilution protections, and coordinates with notaries for the required legal formalities.
• You are acquiring a Roosendaal business and need due diligence. A legal counsel conducts corporate, contract, IP, and employment due diligence to uncover liabilities and ensure clean transfer of assets.
• You operate a cross-border Roosendaal entity and require tax-efficient group structuring. An attorney can advise on intercompany agreements, transfer pricing considerations, and holding structures that align with Dutch tax rules.
• You must implement compliance under the Wwft for AML and UBO requirements. A lawyer helps set up customer due diligence, monitor ongoing risk, and document beneficial ownership appropriately.
• You face antitrust or competition issues in Roosendaal's local market. A lawyer assesses whether your structuring could raise competition concerns and coordinates with regulators if necessary.

3. Local Laws Overview

Burgerlijk Wetboek Boek 2 - Rechtspersonen governs the creation, governance, and liability of Dutch legal entities such as BV and NV. It shapes how you structure decision making, capital requirements, and share transfers for Roosendaal companies. This framework is essential for any attempt to modify ownership, appoint directors, or implement shareholder agreements.

Wet op de vennootschapsbelasting 1969 (corporate income tax) outlines how Dutch companies taxed as separate entities are taxed on profits, and it provides rules for certain group taxation constructs and intra-group transactions. Roosendaal firms using holding structures or cross-border investments typically consult this law when planning tax-efficient arrangements. Compliance includes timely filing, accurate transfer pricing considerations, and proper accounting records.

Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft) requires risk-based customer due diligence, identification, and reporting for financial transactions and service providers. Roosendaal businesses involved in financing, fund-raising, or onboarding new customers must implement AML controls and maintain clear audit trails. Compliance supports transparency of ownership and reduces exposure to illicit finance risks.

Source: Kamer van Koophandel - corporate forms and governance guidance

Source: AFM - Dutch financial markets regulation and compliance considerations

4. Frequently Asked Questions

What is a BV and when should I choose it in Roosendaal?

A BV is a separate legal entity protecting personal assets. Choose a BV when you plan to raise external capital or limit personal liability for business debts. It requires notarial incorporation, minimum share capital rules, and annual accounts.

What is the difference between a BV and an NV for a Roosendaal business?

A BV is common for small to medium scale operations with limited liability for shareholders. An NV is typically used for larger enterprises requiring public share trading or numerous shareholders. Governance and regulatory requirements differ, especially in share transfer and reporting obligations.

Do I need a notary to form a Dutch company in Roosendaal?

Yes, for BV and NV formations a civil-law notary must draft and execute the deed of incorporation. Notaries ensure proper execution of share structures and capital commitments. After signing, registration with the Chamber of Commerce is required.

How much does it cost to incorporate a BV in the Netherlands?

Costs vary, but expect notary fees around a few hundred to a couple thousand euros, plus registration and legal due diligence fees. Ongoing costs include annual accounts and potential audit requirements depending on size.

How long does it take to register a Roosendaal company?

In general, incorporation can take 2-6 weeks depending on document readiness and notary scheduling. If you already have documents prepared, the process tends to be shorter.

Do I need annual accounts for a Dutch BV?

Yes, most Dutch BVs must file annual accounts with the Chamber of Commerce. The filing deadline and format depend on company size and statutory requirements. Late filings can trigger penalties.

What is Wwft and who must comply in Roosendaal?

The Wwft applies to financial institutions, service providers, and many professionals who handle funds or perform due diligence. If your Roosendaal business falls under these categories, you must implement AML controls and reporting mechanisms.

What taxes apply to a Dutch holding structure?

A Dutch holding company typically faces corporate income tax on profits and may benefit from participation exemption for certain dividends. Jurisdiction-specific planning and transfer pricing rules apply to intercompany transactions.

What is UBO and why is it important for my Roosendaal company?

UBO stands for Ultimate Beneficial Owner. Dutch law requires identifying and registering UBOs to promote transparency and prevent misuse of corporate structures. This is relevant for lenders, regulators, and potential investors in Roosendaal.

Can Roosendaal businesses restructure cross-border with Belgium or Germany?

Cross-border restructurings are possible but require careful alignment with Dutch corporate law and EU rules. Consider governance, tax consequences, transfer pricing, and regulatory compliance during planning.

What should I know about competition law when restructuring in Roosendaal?

Dutch Competition Act enforces fair competition and may scrutinize mergers or acquisitions that restrict competition. It is essential to assess potential antitrust issues early in the structuring process.

Do I need specialized local Roosendaal counsel for structuring?

Engaging a local lawyer with experience in Roosendaal and Noord-Brabant improves risk management and ensures compliance with region-specific procedures. A local attorney can coordinate with notaries and tax authorities efficiently.

5. Additional Resources

• Kamer van Koophandel (KvK) - Registration of companies, guidance on legal forms, and compliance resources for Dutch businesses. kvk.nl
• Belastingdienst - Dutch tax authority providing guidance on corporate tax, VAT, and payroll taxes for Netherlands-based entities. belastingdienst.nl
• AFM - Authority for the Financial Markets overseeing financial market conduct and investor protection in the Netherlands. afm.nl

6. Next Steps

1. Clarify your Roosendaal business goals and preferred legal form. Write down ownership, governance, and funding plans. Timeline: 1-2 weeks.
2. Gather key documents including identity details, business plans, financing terms, and any existing contracts. Timeline: 1-2 weeks.
3. Consult a Roosendaal-based investment and business structuring lawyer to assess the optimal legal form and tax posture. Timeline: 1-3 weeks to schedule and initial meeting.
4. Perform due diligence on target assets, contracts, and liabilities if you are acquiring a Roosendaal business. Timeline: 2-4 weeks depending on complexity.
5. Draft and negotiate a comprehensive shareholder or cooperation agreement and set up internal governance mechanisms. Timeline: 2-6 weeks.
6. Complete notarial incorporation (for BV/NV) and register with the Chamber of Commerce. Timeline: 1-3 weeks after documents are finalized.
7. Establish ongoing compliance procedures for AML, tax reporting, and annual accounts. Timeline: immediate implementation with quarterly reviews.