When it is decided to start up activities in the Netherlands, an appropriate legal structure for the business has to be decided. It is possible to start a business in the Netherlands through a branch or through a legal form, like a corporation or partnership.

For some guidance with your decision to choose for either a corporation or a branch we refer to the page Corporation or Branch. When choosing a corporation this can either be a Dutch legal form of business, or a foreign legal form of business.

Dutch legal forms

Dutch civil law provides a variety of legal forms that may be used. Which legal form is the best for your particular venture will depend on the specific demands of your business. As stated above, it is also possible to use a foreign legal form for your Dutch business.

Dutch law contains the following legal forms:

• Private limited liability companies (BV)
• Public limited liability companies (NV)
• Cooperatives (coöperatie)
• Partnerships (general partnership: VOF, limited partnership: CV)
• Societas Europaea (SE)
• Societas Cooperative Europaea (SCE)

BV

The Dutch BV (private limited liability company) is the most frequently used legal form by foreign investors (for example: to carry out a business, for direct investments, as holding company, IP company, finance company, etc.) The Dutch BV has the advantage that the shareholders are - in general - not personally liable for legal acts of the BV. Furthermore, the BV is easy to incorporate and there is no minimum capital requirement.

In order to incorporate a BV, a notarial deed should be executed before a Dutch civil-law notary.  Subsequently, the BV has to be registered with the Chamber of Commerce (Trade Register). If this is not done properly, the directors of the company can be held personally liable. For more information about the incorporation procedure for a BV, we refer to the page How to incorporate a BV.

Alternatively, it may decided to establish an NV (a public limited liability company), which is the obligatory legal form for stock listed companies, but which can also be used for non-listed companies. The NV requires a minimum capital of € 45,000.

Cooperative

Over the last couple of years the legal form of cooperative has become a very popular legal form for international holding companies. This was mainly caused by the fact that a cooperative was not subject to Dutch dividend withholding tax up to 31 December 2011.

As of 2018 the general exemption from dividend withholding tax for cooperatives has been abolished and replaced by a dividend withholding tax obligation for holding cooperatives. A cooperative qualifies as a holding cooperative if the activities of the preceding year consisted for more than 70% of holding of participations or financing of related parties. If the member holds 5% or more of the membership rights in a holding cooperative, 15% Dutch dividend withholding tax is in principle due on dividend distributions (unless the abovementioned exemption applies).

As such, it is possible that a cooperative is subject to Dutch dividend withholding tax. This should always be checked by a tax advisor. If you have any questions about the tax consequences of cooperatives, we are happy to assist you further.

With respect to the incorporate procedure of a cooperative, it should be noted that the cooperative must have at least two members. For more information, we refer to the page How to incorporate a co-operative.

Partnerships

Dutch law distinguishes two types of partnerships, either the general partnership (VOF) or the limited partnership (CV). The partnership may be formed by two or more partners that may be either individuals or legal entities (like for instance a BV). A partnership should be registered with the Chamber of Commerce (Trade Register). The partners in a general partnership are jointly and severally liable for all obligations of the partnership. However, the limited partnership has two types of partners, e.g. the limited liability partner (also 'silent' partner, which has the same features as a shareholder of a BV) and the general partner. The limited liability partner is liable only up to its capital contribution in the CV.

SE

The European company, better known as "Societas Europea" or "SE" (a new Pan-European company form which can be incorporated within the EU) can also be used as a legal form for your business. There are basically three ways to incorporate an SE:

• Through a legal merger between two companies located in different EU Member States;
• Through incorporation;
• Through a change of the legal form (convert for instance an NV into an SE).

SCE

The features of the European Cooperative Company (SCE) are comparable to the SE, in Dutch law the SCE is made equal to the SE. However, certain regulations that specifically apply to Dutch cooperative can also apply to SCE's.

Foreign legal forms in the Netherlands

As stated above, it is also possible to use a foreign legal form (except sole proprietorship) for your Dutch Business. For this purpose, it is required to register the company at the Dutch Chamber of Commerce (Trade Register). Companies created under foreign law are in general (certain government linked lines of business excepted) free to operate in the Netherlands, can be party to a contract, can participate in partnerships, and can conclude a joint venture, establish a legal entity, etc.

Choice of legal form

For a brief description of the most frequently used legal forms in the Netherlands and their legal characteristics, we refer to the schedule on the page Doing business in The Netherlands - Frequent used forms of business in The Netherlands. In case you plan to acquire a Dutch company, you may either choose to participate directly in the company or to set up one or more Dutch (intermediate) holding company(ies). For more information about Dutch holding companies, we refer to the page The Dutch Holding Company.

If you have any questions regarding the choice of a legal form (from a legal or a tax perspective), please feel free to contact us.

Branch

If it is not desired to set up a legal entity, you may decide to set up a Dutch branch of your foreign company. In that case, it is also required to register the branch at the Chamber of Commerce (Trade Register). For more information about the procedure to establish a branch we refer to the page How to establish a branch/representative office.

What can we do for you?

We have extensive experience with setting up and maintaining Dutch companies. We provide amongst others the following services.

If you are interested in our services, please feel free to contact us via e-mail or to call us at our offices in Rotterdam + 31 (0)10 2010466 or Amsterdam + 31 (0)20 5709440.

We will make time for you!