Setting up a business in The Netherlands

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    Martyn Top
    PCO Partner Plus

    Setting up a business in The Netherlands

    The PCO programme brings many partners together, each with their own added value. The below is a brief introduction to Höcker Advocaten, an internationally oriented law firm in the hart of Amsterdam. Höcker has a lot of experience with international companies setting up their business in The Netherlands. Höcker attorneys specialise in corporate law, employment law, intellectual property law, IT law, media & marketing law and dispute resolution.

    How can Höcker assist us?

    We are here to ensure as much as possible that your business is protected, for instance by making sure that your contracts are in line with Dutch law and protect the interests of your business. We can provide advice on and draft shareholders agreements, commercial contracts (including agency- and distribution agreements), management agreements, incorporation of legal entities, general terms and conditions, employment agreements, strategic trademark registrations and IP licensing contracts.

    Yes, we can also litigate on your behalf, with grit and determination. But where possible, you want to avoid litigation. We are on the same page.

    Any tips on what to avoid on setting up a business in The Netherlands?

    Yes. Avoid setting up collaborations without a written contract. Whether it is with another shareholder, director, employee, commercial (third) party: ensure that there is a written contract that protects your interests. Dutch law leaves you with a lot of options as to the contents of agreements, but there are a lot of pitfalls as well.

    Any examples?

    This is where it gets technical:

    – Using an employment agreement based on a foreign model: mandatory obligations such as holiday allowance are not mentioned. The result: outstanding salary claims of 8% of the yearly salary for all employees covering a period of max. 5 years.

    – No shareholders agreement in place: your company in The Netherlands has (of course) bylaws and might have multiple shareholders. What happens in case of a dispute between shareholders when there is no shareholders agreement in place? Forcing the other shareholder to transfer its shares could prove to be problematic.

    – No proper arrangement for IP: you have a collaboration in place with a Dutch R&D firm. Your company has paid for their advice, but what about the intellectual property? Is it owned by the R&D firm or by your company? This is likely to be the R&D firm in case your contract with them does not include a proper arrangement for the transfer of IP.

    What about any cross-border issues?
    We are part of an international network of law firms, allowing us to assist you on cross-border matters as well. For instance distribution agreements between parties in different countries, expat arrangements or a merger in another country.

    Do you have any referrals available?
    See our website under ‘what our clients say’.

    How do I get in touch?
    Martyn Top is your contact person with Höcker. Drop him an e-mail or give him a call at 0031 6 433 66 318 to set up a meeting and explore how Höcker can help you.

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