The Netherlands
Prime Moves
A publication of the Netherlands Foreign Investment Agency | December 2012 | UK & Ireland Edition
The Netherlands: connecting Europe Europe. It is a mutually beneficial relationship.”
A powerful combination Many companies are adapting to challenging conditions in Europe and the world economy by reorganising and rationalising their European operations. Business imperatives include efficiency, sustainability, the safety of people and the environment, and the total cost of their supply chain or business set up. New opportunities arise when companies consider consolidating or centralising their European operations to reduce costs, maximise profitability and speed-to-market.
Source: Hans Kouwenhoven
The newly installed Dutch Government is dedicated to building a strong and prosperous future for Europe and the euro. This includes strengthening the single European market, which remains a vital engine for growth. It also has an ambitious agenda for the Netherlands to be a consistently supportive jurisdiction for European businesses and to further improve its position as a logistics hub for European consumer markets. The Netherlands is one of the top trading partners in the EU and has particularly strong trading relation-
The Netherlands is a location that can help companies meet these goals. DHL’s Global Connectedness Index 2012 recently awarded the Netherlands top spot for the eighth consecutive year, because of the volume and breadth of international trade flowing through the country.
ships with the UK and Ireland, but also with Germany, Belgium, Finland, Czech Republic and France, according to Statistics Netherlands. Newly appointed Ambassador of the Kingdom of the Netherlands to the UK, Laetitia van den Assum, explains: “Europe has always been very important for the Netherlands. Our economic ties within the region are strong and critical for all companies using the Netherlands as a base to service neighbouring countries. Our continuous engagement with the EU and the eurozone ensures that the Netherlands remains a trusted partner in Europe, both in business and in other areas. We value Britain’s role in
The new flex BV law (read more on page 2) is a good example of a number of measures being taken to reduce the burden of regulation. It is this combination of a lightertouch regulatory environment and strong logistics that led to the Netherlands being ranked fifth in the WEF Global Competitiveness Report 2012.
Contents
A leap forward in company law
2
Future of food in the Netherlands
3
PrismTech and Air Energi
4
NFIA News
5
Prime Moves
6
A leap forward in company law On 1 October 2012, the Dutch Government introduced landmark changes simplifying and increasing the flexibility of Dutch limited liability companies (BVs). Here, Marcel Buur, Tax Partner and Peter Corten, Corporate Partner, of leading Benelux law firm Loyens & Loeff, outline some of the main benefits. “It’s become known as the flex BV,” explains Peter. “And this new regime really is a leap forward in that it facilitates the needs of present-day, national and international practice and keeps Dutch law abreast of the developments in other jurisdictions. This makes it much easier to structure a Dutch BV to mirror the features of, for instance, a UK limited company.” “The flex BV law speeds up the process of incorporation by removing needless red tape. Past restrictions no longer apply. For example, non-voting and non-profit shares are now available, corporate governance rules are more flexible and share transfer restrictions have been
lifted. Capital protection rules have been liberalised and the €18,000 minimum capital requirement has been abolished. Subject to all KYC documents and the like being available, it is now possible to set up a BV in a day.” “There are significant cost benefits too,” continues Marcel. “This, combined with one of the most competitive tax regimes, makes the Netherlands a very attractive business location.”
The rules apply to both new and existing BVs. So investors in existing BVs should consider reviewing their articles of association to ensure they are benefiting fully from the opportunities under the new law and to avoid legal uncertainty. Read more at www.nfia.co.uk/tax or contact Loyens & Loeff via marcel. buur@loyensloeff.com and peter. corten@loyensloeff.com.
Source: Christian Richerts | UN Studio
Key changes to the flex BV law: • No required minimum capital, no certified bank or auditor’s statements required at incorporation, allowing for a faster, more streamlined incorporation process. Shares may be valued in Euros or any foreign currency. • The inclusion of share transfer restrictions is no longer mandated in articles of association. Under the new legislation, there is more flexibility to tailor the articles of association to the needs of the specific company. • The new rules cancel previous provisions that barred a BV and its subsidiaries from providing any form of security for the purpose of acquiring shares in the BV’s capital by third parties (‘financial assistance’). Past financial assistance will no longer be taken into account, be it that the relevant acts still have to be assessed in view of ultra vires provisions, fiduciary duties, voidable preference and tort. • BVs may now establish shares with no voting rights, shares with multiple voting rights, or shares that are partially excluded from profit sharing and/or from distributions of reserves. • Increased flexibility for shareholders to include shareholders obligations and requirements in the articles of association (rather than in a separate shareholders’ agreement only) and the articles may even provide for specific sanctions in that respect, such as, suspension of voting and/or distribution rights.
A leap forward in company law in the Netherlands | page 2
Future of food in the Netherlands The Netherlands is the world’s third largest exporter of food and second largest exporter of agricultural products, after the USA. The agri-food sector currently accounts for 10% of Dutch GDP and the future looks healthy. With global demand for food expected to rise 50% by 2050 innovations in agricultural production and food products are essential, both to meet this demand and to create healthier products along the way. The Dutch government strongly supports all agrifood related activities in publicprivate partnerships and innovation programmes through investment in education and R&D.
Innovation and sustainability Dutch agriculture is strongly focussed on sustainability, producing healthy, safe food and respecting the environment and landscape. “We also have to innovate,” says Bob Steetskamp, Program Director of the priority sector Agri&Food. “We
Examples of current research in the Netherlands include: • nutrition as a tool for preventing chronic diseases • reducing sodium in food products with algae products • assessment of packaging materials.
have to make products accessible to people and make them cheaper and better.” Strong links with academia and industry facilitate an open exchange of information, new technologies and innovative solutions.
Source: Enza Zaden
Food Valley (in the east of the Netherlands) is home to a cluster of universities, research institutes and multi-national companies all working on their versions of the future of food. Many international companies are part of these public-private research institutes performing cutting edge research on nutritional and healthy solutions in food technology. Other areas of the Netherlands also make significant contributions to food technology. The Amsterdam and Utrecht area is home to the headquarters and research and development facilities of companies such as Fonterra and Yakult. Here, they can make the most of having access to highly skilled researchers. The green and perishables logistics hubs around the Rotterdam, Brabant and Limburg region are also finding new solutions to contribute to more sustainable agri-food logistics.
A bright future Strategist and author of The Future of Food, Adjiedj Bakas, predicts the Netherlands will remain an important food hub over the next 25 years. “The country is already a frontrunner in food innovation,” he says, “and big food
Future of Food in the Netherlands | page 3
companies need that talent as much as smaller, innovative companies.” With highly skilled people and an innovative environment, the Netherlands is well placed to develop new technology to help with future food challenges. Read more on www.nfia.co.uk/food or contact us to attend our events for agri-food companies.
Smooth moves to the Netherlands
PrismTech Group - Celebrating six years of strong growth in the Netherlands North East England-based PrismTech Group is a global software products company, providing communications software to companies building high performance applications. As an example, their software was recently selected to underpin control systems for the largest power station in the US, the Grand Coulee Dam complex. “We’re a software products company serving Fortune 500 clients in
Workforce relocation experts, Air Energi, make their own smooth move to The Hague Air Energi is an oil and gas manpower and recruitment company based in the UK. The company has grown significantly since its start 30 years ago. Air Energi manages the complete process of deploying oil & gas professionals from initial recruitment, work permits, visas, accommodation, transport, medical and healthcare, and emergency evacuation – sometimes even providing food. “We’re an oil and gas recruitment company with over 2,000 consultants
over 50 countries around the world,” explains PrismTech CEO, Keith Steele. “Around six years ago, in 2006, we were developing a new product and needed a particular skill that was only available in Hengelo, the Netherlands. The original team of six people, will soon be seventeen, and Hengelo is now one of our four main development centres (the others are in the UK and Canada). The success of the new product will also see new local opportunities in finance, administration and marketing.” “It wasn’t our first foray into Europe as we already had offices in France,” says Hans van’t Hag, Product Manager. “We chose the Netherlands because we needed particular product development skills available there. The Netherlands is a great place to work. This region has a good university and several high tech deployed in 50 countries. Mostly, these are highly skilled people such as designers, project managers and engineers. Our strength is moving teams around the world and I’ve set up a number of branch offices,” says Angela Moore, New Ventures Support Manager at Air Energi. “So, when it came to opening our new office in The Hague just under a year ago, I was pleasantly surprised at how easy and smooth it was. “The Dutch people are friendly and helpful and the NFIA has been great. We talk the same business language. Together with the West Holland Foreign Investment Agency (WFIA) they also helped us with our branch registration and we were able to use the WFIA’s local contacts to fast track things if we reached a sticking point. These local relationships are really important and both organisations
Straightforward expansions into Holland | page 4
companies, which was really important given our expansion plans”. “We certainly get to recruit very good people and they are very loyal and committed,” says Keith. “I would absolutely recommend it as a business location. We have experience of setting up in a number of countries and I would say the Netherlands is pretty straightforward and more business friendly than most. The country is obviously an advanced economy and very similar to doing business in the UK” “The NFIA and OOST NV have been extremely helpful,” concludes Hans. “They’ve given practical help with finding offices and with the legal and financial processes. They’ve also opened up new opportunities as we’ve expanded.” www.prismtech.com were absolutely brilliant at arranging all the appointments we needed with internationally focussed accountants, lawyers, estate agents, and banks.” Angela points out that companies need to do their research before setting up in the Netherlands. “There are cultural differences with the UK, particularly when it comes to labour regulation.” The NFIA and WFIA are on hand to advise companies on this should any information be needed. “On a personal level, they helped our team with residency permits, bank accounts and accommodation and generally made settling in much quicker and easier. I just wish I could have someone like the NFIA on hand in every country.” www.airenergi.com
NFIA News A new government The new Dutch coalition cabinet of Liberals (VVD) and the Labour Party (PvdA) was formally sworn in by Queen Beatrix on 5 November. The new government, led by Prime Minister Mark Rutte of the liberal VVD party, is likely to be more pro-Europe and pro-budgetary discipline than the previous one. The two parties have already agreed a new strategy to 2017 based on three pillars: making sure the government’s finances are in order; sharing equally; and working towards sustainable growth.
Building bridges As the VVD and PvdA are both broad based parties, Mr. Rutte has pledged that the new coalition will
NFIA News | page 5
Director’s Cut
focus on building bridges while implementing an austerity package aimed at saving €16bn from the national budget by 2017. “We want the Netherlands to emerge from the crisis stronger than it was before,” states Mr. Rutte. “Our policies will be solid and sound: we aim to put our public finances in order and to promote innovation and sustainable technologies.” “We have the interests of this fine country and its people at heart but we are also open to the world around us. So, we set to work with a sense of urgency, certainly, but with energy for the long haul too, and with ideas that transcend a single term of office. We will succeed by seizing opportunities, solving problems and building bridges.”
Ties Elzinga, Executive Director NFIA UK & Ireland, is looking forward to new business opportunities in 2013. I am confident that 2013 will be a positive year for the Netherlands. The economy remains stable and we have a new liberal, business-friendly coalition government in place. We have a long tradition of being outward looking, forward thinking and at the very heart of Europe – and I am sure 2013 will bring new opportunities for the UK and the Netherlands to do business together. Here at the NFIA, we have some exciting, pro-active marketing plans, particularly in the agrifood, energy and life sciences sectors. In the first quarter, we will be hosting separate events for Japanese and Indian businesses looking to expand into the Netherlands. And we have an agri-food innovation roundtable in February. Most importantly, we will continue to focus on assisting new and existing investors – we aim to answer your questions within 48 hours, so please do get in touch if you need anything.
Prime Moves US-based Tesla Motors announced the opening of a new European distribution, service and parts centre for their Model S vehicles sold in Europe. Tesla Motors’ decision to establish in the Netherlands is due to the central location of Tilburg to enable efficient, timely and cost effective operations throughout Europe. Sentennial, headquatered in Dublin, opens their newest European office in Amsterdam as part of their European expansion strategy. The new local sales and services office will support software programmes for clients to manage their SEPA payment solutions. Bioventus, a global leader in active orthopaedic healing, launched its Dutch entity and opened the company’s new international headquarters in Hoofddorp. Jointly-owned by UK company Smith & Nephew, the new facility will serve as customer service centre and Bioventus’ development centre for clinically proven devices, therapies and diagnostics. Global law firm Jones Day announced the opening of their new Amsterdam office. Jones Day’s newest European office will initially focus on corporate and M&A, private equity, capital markets, litigation, and antitrust law, and will provide services to Dutch companies and their many international clients with operations in the Netherlands.
Source: Netherlands Board of Tourism & Conventions
Season’s Greetings We wish you a very successful 2013!
Meet the NFIA at the following events • Annual Indian business networking reception Exclusive reception at the Ambassador’s Residence Thursday 21 February • Food & Innovation – discussing agri-food R&D in Holland Roundtable for agri-food companies on Thursday 21 February in London
Netherlands Foreign Investment Agency The Netherlands Foreign Investment Agency (NFIA) is a division of the Dutch Ministry of Economic Affairs which has been established with the objective of providing assistance and information to companies interested in setting-up, expanding or restructuring their pan-European operations in the Netherlands. The NFIA is here to assist you at every stage and with every aspect of your strategic decision making by offering a combination of information, advice and practical help in strict confidence, without any obligation. Contact us today or visit our website www.nfia.co.uk for more detailed information on how we can take care of your business. While information in this newsletter has been compiled from reliable sources, the Government of the Netherlands takes no legal responsibility for any of the statements made. Articles in this newsletter may only be reproduced with permission of the Netherlands Foreign Investment Agency.
Editorial: Wendy Sayer
NFIA UK & Ireland 38 Hyde Park Gate London SW7 5DP United Kingdom T: +44 20 7590 3286 F: +44 20 7584 3396 info@nfia.co.uk www.nfia.co.uk www.twitter.com/NFIALondon