Do you intend to start a shop in the Netherlands? Opening a shop may not be as simple as you might think. As a retail entrepreneur, there are many factors you need to take into consideration. What products do you want to sell? Who will be your clients? Where do you want your store to be located? Is there a market for your products? Which rules and regulations do you have to comply with?
This checklist guides you through the steps you need to take to opena shop, or start a retail business as it is officially called, in the Netherlands. It is possible that you will need to take other steps as well; this depends on the type of shop you want to open, and the town or village you want to open it in. Consult your local municipality regarding the order of the steps. You can carry out several steps at the same time.
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1. Check whether you fulfil the conditions for staying in the Netherlands
Entrepreneurs who intend to stay in the Netherlands must fulfil a number of conditions. You will sometimes also require a residence permit, depending on whether or not you are from the European Economic Area (EEA). Our interactive tool Coming to the Netherlands as an entrepreneur can help you find out quickly if this is true for you, and tell you what other obligations you have to fulfil.
If you plan to start doing business in the Netherlands, you will also need to have or apply for a business bank account (IBAN). The Dutch Banking Association has created a Quick Scan to help you find out if you are eligible. Read how it works.
2. Write a business planA business plan is not mandatory, however, it is recommended. It summarises the plans you have for your store and forces you to examine whether your plans are viable. Is there a market for your products? Who are your competitors? Who are you selling your products to? It is important to define your target group and to conduct market research before you write your marketing plan.
3. Financing your shopYour business plan also includes a financial plan. If you want to open a shop, you need financing. If you are looking for funding or additional capital, your financial plan may be used by financiers to analyse the viability of your business. Your financial plan includes the investments you will need to make and how you plan to finance them. You need to think about the turnover you expect to generate and if your business will be profitable. It also forces you to examine cash flow and whether you'll have enough cash each month. Based on this information, you may have a better view on the financing you might need.
4. Choose a trade nameYour shop needs a name. Not just for doing business, but also to register in the Commercial Register. You will require a unique trade name (company name). If you are planning to set up a website, or sell your products online, don’t forget to register your domain name.
5. Select a legal business structureOwners of a new business must first select a legal business structure (e.g. one-man business or a private limited company). The legal structure determines such issues as liability and tax obligations.
6. Register with the Netherlands Chamber of Commerce
New businesses must be registered with the Dutch Commercial Register. If you register as a sole proprietor or as a cooperative, they will issue you with a VAT number and pass on your details to the Dutch Tax and Customs Administration. You therefore do not need to register separately with them. If you decide to register as a limited company or association, you will need to register with the Tax Administration separately. See also Legal business structures.
Sole proprietors: VAT number procedure changes as of 1 January 2020
Do you want to start as a sole proprietor (eenmanszaak)? In that case, from 1 January 2020 onwards, the Tax and Customs Administration will issue your VAT number when you register at the Chamber of Commerce. When you register with the Commercial Register, the Chamber of Commerce will forward your registration to the Tax Administration, and they will process this to provide you with your VAT number. This may take up to five days. Before 1 January 2020, the Chamber of Commerce issued you with your VAT number directly when you registered your business. The change in procedure is necessary to protect sole proprietors' privacy; prior to the change, the VAT number was linked to the private citizen service number (BSN). Personal data were freely available in the Commercial Register. The Data Protection Authority (Autoriteit Persoonsbescherming) has ruled that this is a violation of the GDPR. If you were already registered as a sole proprietor with your citizen service number before 1 January 2020, the Tax Administration will issue you with a new VAT number. You don't have to undertake any action.
7. Regulations for the location of your retail business
Building regulationsThe building in which your shop is located or business premises, must comply with the building regulations. You will find these regulations in the Buildings Decree 2012 (Bouwbesluit 2012, in Dutch) as well as in your local building by-laws. You must also comply with building regulations and layout requirements that are relevant to your specific business activities. Moreover, if you plan to build, rebuild or renovate, in most cases you will need an All-in-one Permit for Physical Aspects (Omgevingsvergunning).
Zoning planIf you want to establish your retail business at a particular location in the Netherlands or if you plan to start a home business, your plan must be in line with the municipal zoning plan (bestemmingsplan). A zoning plan includes detailed rules on how a certain plot of land or area can be used.
Municipal taxesIn most cases a municipal tax is owed for the use of public land (officially, this is a tax on ‘encroachments on or above public land’, precariobelasting). You also have to pay this tax if you want to display articles for sale in the street. Make sure to consult your local municipality to receive more information about the rules and regulations that may apply within your municipality.
General Municipal By-Law (APV)
In Dutch municipalities, you will have to observe the General Municipal By-Law (Algemene Plaatselijke Verordening, APV). It lays down the municipal regulations with respect to public order and safety. Every municipal authority has its own APV, which is often made available via the municipal website. The regulations concerning the retail sector are:
- waste bins for food and drink
- usability of public roads
- opening and closing times
- noise pollution
- advertising and pamphlets
- work locations
- supervision of events
- shop displays
- shopping trolleys
8. Consider fire safety requirements for your storeYou have to take measures to ensure fire safety in your shop, offices and warehouse(s). In most cases you must submit a notification of occupancy to your local municipality. If your business has a higher fire risk, you must also apply for an All-in-one Permit for Physical Aspects.
9. Check whether you need insuranceIf you live in the Netherlands or earn income here, you are obliged to take out healthcare insurance. You are also obliged to pay Dutch national insurance contributions. Additionally, there are several ways to insure your business’s assets in the event of legal liability or any other any other risk you can’t afford to cover.
10. Keep orderly business recordsEvery entrepreneur is obliged to keep business records. Your records must comply with certain rules. For instance, you have to retain your records for at least seven years. And if you wish to receive the entrepreneur allowance, you must keep a record of the number of hours spent working for your business.
11. Find out which taxes you need to payIf your shop is a source of income, the Tax Administration will most likely view you as an entrepreneur for income tax. You will then have to pay tax on your company profit. You need to pay VAT (BTW) on most products and services. The Netherlands has three VAT rates. You can obtain an exemption for some goods and services. You charge VAT to your customers, and then transfer it to the Tax Administration office. If you have turnover in another EU country or outside the EU, other VAT rules apply.
12. Sales of alcoholYou may only sell high-alcohol beverages in your shop if you have an off-licence permit. Off-licences may only sell alcoholic beverages and related articles, such as corkscrews or wine and beer glasses. In addition, they may deliver high-alcohol beverages to private homes.
13. Sales of tobaccoSmoking is discouraged by the Dutch government. Therefore the Dutch Tobacco Act (Tabakswet) contains rules designed to reduce the sale of tobacco products and electronic cigarettes. Any form of advertising for tobacco products or electronic cigarettes is prohibited. You may only sell tobacco products and electronic cigarettes to people aged 18 and older. This must be displayed clearly for everyone to see.
14. Draft general terms and conditionsIt is wise to use general terms and conditions to minimise your risks and provide clarity for you and your customers. General terms and conditions include rules about payment, guarantees and disputes.
15. Check product, packaging and labelling requirementsConsumer goods must be safe to use. That is why the products your shop sells must comply with several product requirements. If you want to market consumer or professional products within the European Economic Area (EEA), CE marking may be compulsory. CE marking indicates that the product meets the high safety, health and environmental requirements set by the EU. There are also requirements for product packaging and labelling, for instance the language on the label when you export products. Make sure to check which regulations apply to your products.
16. Keep your stock management up-to-dateIt is important to keep your stock management up-to-date in order to maintain a clear overview. This entails keeping records of all procurements and sales, to avoid the risk of running out of stock. There are several digital programmes that help you to keep your stock management up-to-date.
17. Hiring staff for your retail business
If you intend to employ staff in the Netherlands, you are obliged to verify the identity of all workers on the basis of an original identity document when they join your company. You must also register as an employer with the Dutch Tax and Customs Administration. As an employer you need to provide a healthy and safe work place for all your personnel and pay at least the statutory minimum wage and a holiday allowance. You are obliged to recruit personnel initially in the European Economic Area (EEA) and/or Switzerland. Only once you prove that you cannot find suitable personnel here, will you be permitted to recruit from other countries.
18. Cartels and competition
A cartel agreement is an agreement between competitors with the intention of hindering or restricting competition or creating false competition. In such cases, competitors agree to fix prices, share markets, limit output or boycot certain suppliers or buyers. In the Netherlands, cartels are illegal. Violating the cartel ban may result in a fine.
Number of shops started
Over the past 10 years the number of started businesses with a physical shop shows a decrease.