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Company types in Netherlands

Contributed by Intercompany Solutions
08 August, 2017


Foreign entrepreneurs interested in opening a business in the Netherlands have to decide on the entity type to suit their needs. Our Netherlands-based company formation agents can assist you in selecting the correct company type. The Netherlands company act allows foreign and national businessmen to operate the following entities:

  • private limited company (BV),
  • public company (NV),
  • foundations (Stichting)
  • associations or cooperatives,
  • general partnerships.

Foreign entrepreneurs may establish a solitary proprietorship, foreign companies may open a branch office in Holland

The Dutch BV, private limited company

International operating companies which are structured in the Netherlands generally establish a limited liability company, in Dutch "Besloten Vennootschap" (B.V.).

The Dutch company act is renewed; therefore a Dutch BV no longer requires a minimum capital deposit. The Dutch BV requires a minimum of one shareholder, the liability is limited to the capital deposited.

Characteristics of Dutch BV

The main characteristics of a the Dutch B.V. which are referred to in the law, are:

  • A share capital deposit, with a minimum of €1
  • The shareholders liability which is limited to the paid up capital
  • The transfer of shares, as well as the issuing may require shareholders permission
  • The company register registers the shareholders
  • A shareholder may be a natural person, a limited company, a foundation and foreign legal entities

Incorporating a BV

The procedure of establishing a Dutch limited company is finalized with a deed of the notary public. The notary public legally sanctions the statutory articles of association and registration at the Dutch corporate registry, also referred to as Chamber of Commerce.

Regulations of a B.V. company.

Public disclosure of the B.V. is limited, it includes the incorporation articles, board members, share capital and annual depositing of the balance sheet. Information of the majority shareholder(s) must be registered at the public records with the Corporate registry.

The incorporation articles serve as internal operating documentation for the details of the company, its responsibilities, the duties and rights of the shareholders and directors.

The shareholders decide the management of a company by voting whom will represent the company at the board. The company activities are controlled and executed by the board.


Different company types in the Netherlands

Public company in Netherlands

The Netherlands public company or NV is the most popular legal form for companies whom shall be listed in a public Stock Exchange. The capital requirement for the NV is 45,000 euro.

Dutch foundations

The Netherlands is an interesting destination for the opening of a foundation. A Dutch foundation is established in a relatively similar manner as a Dutch BV, a deed of incorporation at a public notary forms the legal entity. The Dutch Stichting may be used to minimise tax.

Associations or cooperatives the Netherlands

Associations usually are established as non-profit entities, not required for registration at the Dutch chamber of commerce. Cooperatives are characterised as associations which pay dividends directly to the members.

Partnerships in the Netherlands

The partners of a general partnership can be jointly held responsible for the full liabilities of the partnership, while severally accountability may apply under normal circumstances regarding the company’s obligations and debts. The limited partnerships in the Netherlands consist of a general partner and a silent one.

Compliance in the Netherlands

The management board has the responsibility for the rightful filing and following accounting requirements. A Dutch B.V. company has obligations to report financial statements to the shareholders on a yearly basis.

The rules for such reporting are written in the Civil Code of the Netherlands company law.

Audit requirements apply if certain turnovers, balance sheet totals or number of employees of the company requires it to.

The filing of a balance sheet has to be done at the Chamber of Commerce. The filing must be made after the years end, but non-later than 13 months after.

The non-filing of the balance sheets can lead to liabilities and penalties for the management.

Once a year the company must hold a general shareholders meeting. The objective of the shareholders meeting is to make decisions regarding the annual accounts as well as review the performance of the management.

Intercompany Solutions is specialized to monitor, control and manage activities of a non-resident shareholders owned companies.

Tasks include the appointment of a corporate secretary whom manages activities as assisting with acquiring a registered office and maintaining corporate records for the company.





 

 


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