NEWSLETTER APRIL 2026

The EU Inc. will be a new optional corporate legal regime for which the EC has just launched a Proposal (See REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on THE 28TH REGIME CORPORATE LEGAL FRAMEWORK - 'EU INC.').

Anyone who wishes to set up a new company in the EU will have the choice to either use the new EU Inc. company form or an existing national company form, which will not be affected by the proposal. The new EU Inc. form will be the same in all Member States. In addition, EU entrepreneurs will be free to choose the Member State in which they would like to incorporate.
According to the Proposal the Commission will set up an EU interface for EU Inc. companies to register their company and submit their information. They will only need to submit their relevant information once. This will allow EU Inc. companies to focus on their innovation and business operations. Upon entry into application of the proposal, companies will immediately be able to register and submit their information via an EU-level interface connecting national business registers. The Commission will then establish a new central EU register for all EU companies to register their company information, no matter where they are established in the EU. 

Main features of EU inc. include according to Brussel:

faster registration and simpler procedures: founding an EU Inc. company within 48 hours, for less than €100 and with no minimum share capital requirements and by only submitting their company information once, via an EU-level interface;

fully digital operations throughout a company’s life cycle;

helping founders restart faster and cheaper: simplified liquidation procedures, enabling founders to test out innovative ideas and start again if needed;

better conditions to attract investment by removing in-person formalities, providing digital procedures for financing operations, and simplifying the transfer of shares with possibilities to access the stock exchange;

full access to the single market: by freely choosing the EU country in which they incorporate;

strong safeguards against abuse: national employment and social laws are not affected by the proposal. The applicable safeguards of the EU country of registration will apply in full to the EU Inc. company.  

Closer examination of the features of the Proposal (among others):

One of the main benefits will be that the income derived from the warrant shall be deemed not to have accrued at the time of grant of the warrant, at vesting, nor when the holder of the warrant exercises his/her right for the acquisition of shares. It shall be deemed to arise and thus be subject to taxation only at the time when the shares obtained by exercising the warrant are disposed of.

The EU Inc. shall be subject to the requirements of the applicable accounting law of the Member State in which its registered office is situated. However, Article 26 of teh Proposal shall apply as regards the filing and public availability of accounting documents of the EU Inc. which provides for among others that the accounting documents for each financial year which are required to be published in accordance with Council Directives 86/635/EEC and 91/674/EEC and Directive 2013/34/EU of the European Parliament and of the Council.

Where digital copies and extracts of documents and information among others about an EU Inc., provided and certified as true copies by a business register are to be presented in another Member State, they shall be exempt from legalization and any similar formality.

The EU Inc. shall be represented by its directors. If the EU Inc. company has several directors, they shall represent the company jointly and shall be referred to as ‘co-directors’ which can be appointed as solely authorized director by the general meeting.

Every EU Inc. shall create upon registration and maintain an up-to-date digital register of registered shares, ensuring the integrity and security of the register which can be useful to prove ownership of shares.

The transfer of shares and the registration of a transfer of shares in the digital register of shares may be concluded fully online. Member States shall not impose any additional formalities, including a requirement for a notarial deed, for the transfer to be legally valid.

Member States shall not prohibit an EU Inc. company from seeking admission to trading of its shares on a multilateral trading facility, provided that the company complies with the applicable requirements under Union and national laws.

A shareholder shall not be liable for the obligations of the EU Inc. However, if acts have been performed in the name of an EU Inc. before its registration in accordance with Articles 16 to 19 of the Proposal and it does not assume the obligations arising out of such acts after its registration, the natural and legal persons which performed those acts shall, without limit, be jointly and severally liable therefor, unless otherwise agreed.

Unless otherwise specified in the articles of association, new shares issued against a consideration in cash or instruments entitling to new shares as referred to in Article 68 of the Proposal shall be offered on a pre-emptive basis to the shareholders in proportion to their shareholding. Shareholders shall have no pre-emptive rights on new shares issued to satisfy claims arising from instruments entitling to new shares.

Upon application by a shareholder of an EU Inc., the competent court shall order the EU Inc. and the other shareholders to acquire that shareholder’s shares if it finds that the company’s affairs are being or have been conducted in a manner oppressive to him or her.

The decision on a (dividend) distribution shall only take effect if the board of directors certifies in a statement signed by all directors that, based on the most recent financial statements and after thoroughly examining the company’s current and future affairs, it has formed the reasonable opinion that following the distribution,
(a) the total amount of assets as set out in the most recent balance sheet would remain greater than the total amount of liabilities and capital (balance sheet test), and
(b) the company will be able to pay its debts as they fall due in the normal course of business in the 12 months following the date of the distribution (solvency test).
If the director(s) or shareholder(s) should have known at the time of the statement that, following the distribution, the total amount of assets of the company would not remain greater than the total amount of liabilities and capital or that the company would no longer be able to pay its debts in the 12 months following the date of distribution, they shall be jointly and severally liable to the company for all damages resulting from the distribution.

Insolvent EU Inc. innovative startups may request the opening of simplified windingup proceedings in accordance with this Chapter.

Given its key importance for the EU's competitiveness, the Commission is calling on the European Parliament and the Council to reach an agreement on the EU Inc. Proposal by the end of 2026.

We will keep you updated as usual.

START UP NEWS JANUARY 2026

Dear Relation,

We herewith kindly inform you with practical insights for growing your BV in The Netherlands.

Starting and scaling a Dutch BV is exciting but also packed with rules, deadlines, and decisions that really matter. This newsletter keeps things simple, relevant, and founder-friendly.

If you are about to incorporate a BV make sure you have at the least handled the essentials:
1. Prior On boarding Know Your Customer due diligence under Dutch AML law.
2. Deed of Incorporation.
3. Registration with Kamer van Koophandel (KvK). Registration fees apply of EUR 85,15:
4. UBO registration completed and up to date.

Arcanum offers an all-in fixed formation fee of EUR 2,500 plus VAT when applicable in standard situations for the above. Notarial fees for the deed and KvK registration fees are included as well.
Optional: Share structure and shareholders agreement.

5. Registered address services: the notary will ask you at the incorporation if the address is provided by a trust office. Arcanum can provide a registered address when desired in combination with management services. Please inquire for your fixed fees.

6. Management: Dutch resident corporate Director (bestuurder), ongoing administrative, KYC due diligence compliance and other legal services. These services can be provided on a fixed fee basis, depending on the type of your company and the amount of transactions. Please inquire for your fixed fees.
Optional: filing a bank account application on behalf of the BV.

7. Bookkeeping and filings of Corporate Income Tax (Vpb),  annually, VAT (BTW), monthly or quarterly filings, Payroll taxes filings. These services can be provided on a fixed fee basis, depending on the type of your company and the amount of transactions. Please inquire for your fixed fees (these services are provided by our accounting partner). 

Skipping or delaying these can cause issues later especially with the Dutch tax authorities, banks and investors.

Your BV is a limited liability entity: contracts, IP, and income should live inside the company not in your personal name. This protects you.

Funding & Support
Did you know many early-stage BVs qualify for:
    •   Innovation credits
    •   Regional development grants
    •   Tax benefits like the Innovation Box

Even pre-revenue startups can qualify if structured correctly.  

The advantage of having your BV hosted by Arcanum, a Dutch trust office which has the required license from the Dutch Central Bank, is that you will have a sustainable Dutch corporate services provider which you pay management fees instead of the full salary for a Dutch resident director.

SAIL 2025

Legal Development

FATF

High-Risk Jurisdictions subject to a Call for Action - 13 June 2025
Jurisdictions subject to a FATF call on its members and other jurisdictions to apply countermeasures:
- Democratic People's Republic of Korea (DPRK)
- Iran
Jurisdiction subject to a FATF call on its members and other jurisdictions to apply enhanced due diligence measures proportionate to the risks arising from the jurisdiction:
- Myanmar

EC
10 June 2025:  Commission updates list of high-risk countries to strengthen international fight against financial crime
A number of third‑country jurisdictions were added to the list – Algeria, Angola, Côte d’Ivoire, Kenya, Laos, Lebanon, Monaco, Namibia, Nepal and Venezuela), while other jurisdictions were delisted (Barbados, Gibraltar, Jamaica, Panama, the Philippines, Senegal, Uganda, and the United Arab Emirates).
On the list are as per 10 June 2025:
High-risk third country
1 Afghanistan
2 Algeria
3 Angola
4 Burkina Faso
5 Cameroon
6 Côte d’Ivoire
7 Democratic Republic of the Congo
8 Haiti
9 Kenya
10 Laos
11 Lebanon
12 Mali
13 Monaco
14 Mozambique
15 Myanmar
16 Namibia
17 Nepal
18 Nigeria
19 South Africa
20 South Sudan
21 Syria
22 Tanzania
23 Trinidad and Tobago
24 Vanuatu
25 Venezuela
26 Vietnam
27 Yemen

Securitization

NOVEMBER 2024 NEWSLETTER

Arcanum is an official trust office with a license from the Dutch Central Bank and can therefore sustainably provide fiduciary services to
Dutch entities such as BVs and Dutch foundations.

1. registered address in the commercial register, in combination with:
2. director services; and/or
3. other services.

For example Dutch foundations are used in so called Residential Mortgage Backed Securities (RMBS) deals in the Dutch real estate branch to collect the monthly mortgage payments.

Also, Dutch foundations are used as holding entities in the investments funds branch and real estate financing structures originating from Luxembourg and Germany.

Moreover, they are used in healthcare structures, in capital market structures and in other securitization structures originating from the EU member states.

Furthermore, Dutch foundations can be used as personal holding entities and in asset protection structures.

Arcanum can host Dutch foundations for the above purposes among others.
We are a small office and can offer direct, personal and confidential corporate services.

Through www.hd-dutchlawyers.com we offer various other legal services as well.

When the occasion arises please kindly consider our services.

It is a matter of trust.

Please contact Mr. Arnold C Hoegen Dijkhof, LL.M., director of Arcanum for your inquiries and orders.

Legal Development

The Dutch tax blacklist concerning non-cooperative jurisdictions for tax purposes has been updated as per 14 August 2024. Non cooperative are:

American Samoa, Anguilla, Antigua and Barbuda, Fiji, Guam, Palau, Panama, the Russian Federation, Samoa, Trinidad and Tobago, the US Virgin Islands and Vanuatu.

See: https://zoek.officielebekendmakingen.nl/stcrt-2024-27709.html

Banking

Protection of account holders by the Dutch Deposit Guarantee is being expanded

If your bank goes bankrupt, it does not necessarily mean that you lose all your bank deposits. Most banks fall under the Dutch deposit guarantee scheme. The maximum compensation is then € 100,000 per account holder, per bank, if certain conditions are met.
All banks with a Dutch banking license are covered by the deposit guarantee scheme. This is carried out by De Nederlandsche Bank (DNB). You can ask your bank whether your bank is covered by the deposit guarantee scheme. You can also look it up yourself in the Financial Supervision Act (Wft) register.
Private Limited Company (BV) - Is your company a BV? Then this has legal personality and your company is protected separately from your private accounts up to € 100,000.
From September 1st , 2024, the maximum compensation will be higher in some cases, up to a maximum of €500,000 on top of the standard maximum compensation of €100,000. For example if:
a one-off payment from a life insurance policy was deposited into your account;
if you received a one-off severance payment just before the bank went bankrupt.

See: www.dnb.nl

FATF removes Turkey from money laundering gray list.

See: www.cnbc.com

Legal development:

According to the Minister of Finance the trust service "acting as a director" (part of the definition of a
trust service) is being tightened to avoid ambiguity and circumvention. In addition, the definition of the domicile service plus additional activities (part b of the definition of
trust service) will be tightened.

See: https://www.parlementairemonitor.nl

Economics:

The Dutch Central Bank says that the upturn in the business cycle of the Dutch economy indicates that the recovery phase in the Dutch economy has commenced which is good news.

See: https://www.dnb.nl/en/general-news/dnbulletin-2024/turnaround-in-the-economy/

Legal development:

Taxation: Bahamas, Belize, Seychelles and Turks and Caicos Islands removed from the EU list of non-cooperative jurisdictions for tax purposes as per 20 February 2024. 

See: https://www.consilium.europa.eu/en/press/press-releases/2024/02/20/taxation-bahamas-belize-seychelles-and-turks-and-caicos-islands-removed-from-the-eu-list-of-non-cooperative-jurisdictions-for-tax-purposes/

EC High Risk Third Country list updated as per 12 December 2023.

See: https://finance.ec.europa.eu/financial-crime/high-risk-third-countries-and-international-context-content-anti-money-laundering-and-countering_en

New bill: every statutory director who is a director of more than one Dutch legal entity will soon need a Wtt 2018 trust license.

See: http://complianceplatformtrust.com/2023/10/06/vergunningplicht-bestuurder/

Arcanum has the required trust license. Feel free to contact us in order to discuss your situation and a possible solution.

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Foreign multinational corporations are already well known to play a sizable role in the Dutch economy. These corporations are mostly part of the non-financial corporations sector as recorded in the sector accounts framework. Due to the large size of foreign multinational corporations the Netherlands faces clear challenges to estimate gross national income accurately. As income received by foreign corporations is to be allocated to the foreign owners, consistency through the accounts from supply and use tables data to sector accounts data is important. The Netherlands has been receiving questions regarding the causes behind the large current account surplus where non-financial corporations play a significant role as well as questions regarding the risks related to the large debt levels the Dutch non-financial corporations have relative to gross national product. For statistical purposes, administrative purposes and interpretation purposes it is therefore important to split the non-financial corporations sector into subsectors to enhance the usability of the sector accounts data.  Source:  Non-Financial Corporations Split Into Subsectors by Ronald Nelisse, CBS.

Read further:

https://www.cbs.nl/-/media/_pdf/2022/38/report-subsectoring-nfcs.pdf

Herewith the link to the Credit Suisse Global Welath Report 2022

https://www.credit-suisse.com/media/assets/corporate/docs/about-us/research/publications/global-wealth-report-2022-en.pdf

Herewith a link to the Credit Suisse Global Wealth Report 2019

Company Formation Firm of the Year!

On behalf of the Selection Committee of the Leaders in Law - 2020 Global Awards, I am delighted to congratulate you on being the chosen winner for: Company Formation Firm of the Year in Netherlands.

We are proud to have had thousands of nominations, based on acknowledgements made by individuals working in legal and financial firms, the in-house counsel, and visitors of the Leaders in Law website (Leaders in Law). The merits of the nominees were carefully considered for each category of practices and regions worldwide. Your firm, along with the other recipients, stood out in demonstrating leading excellence of the highest standards.

___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Published 10 October 2019

To read the article please follow the link below

The Netherlands first in Europe on the World Economic Forum competition list

By Ms. R. Ali, LL.B.

Published 28 August 2019

To read the article please follow the link below

Doing Business in The Netherlands by Arcanum Management

By Mr. Arnold C. Hoegen Dijkhof

Published 30 January 2018

The successful use of Dutch and Liechtenstein Foundations 

Last Saturday, 27 January 2018, was the day that Ingvar Kamprad, founder of IKEA, died at the age of 91 years. 
Mr Kamprad was a genius and built an impressive business.  
How was this business structured, basically speaking ? He worked with a Dutch and with a Liechtenstein foundation. 
Herein below the structure is shown, in an inversed way. The Dutch and the Liechtenstein foundations are on top. 

Stichting INGKA Foundation

The moral of this story is that the Dutch foundation is unbeatable. 
For more information on the Dutch foundation, we refer you to our website and if you have any questions about how to set up the foundation, and how to domicile, manage and administrate it and against which costs, our director Mr Arnold C. Hoegen Dijkhof, ac@arcanum.amsterdam, will gladly answer these questions. 

Published 9 November 2017

To read the article please follow the link below

AMSTERDAM IN TOP 10 MOST POPULAR REAL ESTATE CITIES

Published 27 November 2015

To read the article please follow the link below.

DUTCH FOUNDATION ARTICLE WITH FAQ

You can also read the article in the following languages:

CHINESE

HINDI

by Dr. Hans J. Hoegen Dijkhof 

Published 6 August 2015

To read the article please follow the link below

THE DUTCH NOTION OF INSTITUTION FOR THE GENERAL BENEFIT (ANBI)

by Mr. Arnold C. Hoegen Dijkhof, LL.M.