Business Structure

Find out about the various types of legal business structure available in the Netherlands

Types of Dutch Business Structure

Any organisation that performs an activity for economic gain must register with the Trade Register at the Chamber of Commerce in the district in which the business is located. Here we know many types of business structures to choose from. There are two main categories though when it comes to make a decision. It basicly comes to the next two questions you're going to ask yourself: Do you want a large or small financial risk? Do you want to be liable for the debt of your company with your private capital or not? Well let's see.

Non-limited liability company

Eenmanszaak

The Dutch legal form – Eenmanszaak – is a Sole proprietorship. It is a form widely used by private entrepreneurs, who operate their company for their own, private(!) account. The owners are exposed to unlimited liability regarding creditors. The Netherlands has several tax benefits for proprietorships. Due to its nature the Eenmanszaak is not suited for the needs of foreign companies interested in engaging in an operation in the Netherlands. Although, it is done occasionally.

Setting up a non-limited liability company is easier and cheaper (for example in terms of maintenance). However, as described above, the personal assets of you and your family will be on the line if you go bankrupt or are sued. You don’t have this risk is with a limited liability company. The most commonly used entities are the Eenmanszaak and the ‘B.V.’. These days, many people work as a self-employed entrepreneur or freelancer in their field. These people are also called ‘ZZP’ers’ (zelfstandige zonder personeel'or self-employed without staff).

VOF

The Dutch legal form – Vennootschap onder Firma (VOF) is unlike the CV a partnership where all partners are liable towards creditors of the VOF.

The partners in a CV or VOF may be (foreign) legal entities or private persons or a combination of these types. The Dutch Revenue Agency usually considers a CV or VOF to be transparent taxwise. This means that the partners in a CV or VOF are taxed for their share in the result. Dutch legislation does not require a CV and VOF to have Articles, it is however strongly recommended to make Articles regulating the cooperation between the partners. In some cases foreign companies engage in operations the Netherlands with a Dutch business partners using the CV or VOF construction.

CV

A CV (Commanditaire Vennootschap)is a partnership involving “silent” partners carrying limited liability and providing financial means but having no management-involvement and “executive” partners exposed to unlimited liability who manage the company.

Limited liability company

BV

The Dutch legal entity – Besloten Vennootschap (B.V.) is a private limited liability company and is considered to be a legal entity, which limits the risks to the owner(s).

Carries limited liability for its shareholders; Starting up losses will likely not be tax deductible for its shareholders; Corporate tax is levied on its worldwide income (tax treaties eliminate double taxation); Profit distributions are taxed with dividend withholding tax; EU parent-daughter directive and tax treaties usually provide exemption; At least one director; Financial statements filing requirements are applicable (limited version once per year).

NV

Dutch legal entity – Naamloze Vennootschap (N.V.) A Naamloze Vennootschap (N.V.) is a public limited company and still operates under roughly the same rules as the B.V. before the Flex B.V. Act. An NV has a higher minimum capital requirement of EUR 45,000. An N.V. is the legal structure of choice for stock listed companies; however there are also many non-listed N.V. companies currently in existence.

Coöperatie

The Dutch legal form Coöperatie (Cooperative) is a legal structure originally intented to facilitate entrepreneurs to cooperate in setting up an activity for their mutual benefit. The Coöperatie’s profits are taxed at the Coöperatie level if members are legal entities. The COOP can however transfer its net profits free from taxes to its members (legal entities). An important condition is however that the members/legal entities are active companies; otherwise the profit distributions will become taxable with corporate tax. Therefore, using a COOP in a construction requires a good advice from a tax expert.

Limited liability companies (B.V., N.V.) are more complex to start then non-limited liability companies (Eenmanszaak, VOF), since you form a corporation together with a Dutch notary. Consulting a Dutch tax expert is recommended if you would to set up a limited business.

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