Dutch Company Types
There are several types of legal entities (rechtsvormen) that entrepreneurs can establish in the Netherlands. They can be classified into two groups: Incorporated (compulsory legal form) and unincorporated (legal form is not mandatory).
Our Netherlands-based company formation agents can assist you in selecting the correct company type for your business.
Incorporated business structures (Rechtvorm met rechtspersoonlijkheid)
Incorporated businesses must have a legal form (i.e. a corporate personality or legal entity) represented by a deed prepared by a notary. This form protects the owner from potential debts incurred by the company.
In the Netherlands there are five types of incorporated structures:
1. The Dutch Private Limited Company (BV)
Dutch: Besloten Vennootschap
Private limited liability companies are the most common form of companies within the Netherlands. It is similar to the German GmBH, the American LLC, or the English’s Ltd. Limited liability companies are businesses in which equity is divided by shares. The private limited company Dutch BV is commonly employed by entrepreneurs investing in the Netherlands. The Dutch company act is renewed, therefore a Dutch BV no longer requires a minimum capital deposit. One shareholder is the minimum requirement for a Dutch BV and the liability is limited to the capital deposited. The shares of the Dutch BV are transferable by notary deed.
2. The Dutch Public Company (NV)
Dutch: Naamloze Vennootschap
The Netherlands public company or NV is the most popular legal form for companies who may be listed in the public Stock Exchange. The capital requirement for the NV is 45,000 euro. Public companies are businesses in which a portion of the stock or share is available on the Dutch stock exchange for members of the general population. They can invest capital in order to garner shares in the business. The characteristic of the NV company is that shares are freely tradeable, as compared to the Dutch BV where the shares are privately tradeable and involve a notary deed. The current largest public Dutch company title belongs to the oil industry giant, Royal Dutch Shell.
The Dutch Private Foundations
A Dutch foundation is a legal private entity with the sole intent to benefit a certain cause, whether for personal profit, social causes or charity. The process of incorporation is fairly straightforward and ideal for charities, small family businesses, and estate planning. The Dutch Stichting may be used to minimize tax.
1. STAK Foundation
The Stak Foundation is commonly used for separating the economic ownership and the control of the company by certifying the shares. The certificates may be granted to an heir, while the board of the foundation is in charge of the management of the entity. This results in unique tax planning capabilities
2. Charitable Foundations
Dutch: ideële organisatie
The Dutch law differentiates between two foundations with specific purposes, the ANBI and the SBBI. The ANBI is commonly used for general purpose charitable foundations and may be granted by the tax authorities to charitable foundations (this may result in significant tax advantages for the ANBI and the donators). The SBBI is a foundation with the purpose of unifying members in a certain goal, such as an orchestra.
3. The Dutch Associations and Cooperatives
Associations are usually established as non-profit entities. Most local sports associations use this type of entity, the members pay a contribution to fund the associations’ collective costs. Cooperatives are characterized as associations which pay directly to the members. A cooperative could be a group of small shops in the same neighborhood making a collective marketing effort.
All legal entities established for the purpose of doing business are set up through a Latin notary (notaris). The notary prepares a deed and registers the entity at the Commercial Chamber (KvK). It should be noted that incorporated structures usually pay additional taxes. A notary can assist in making deeds for company incorporations. To change your current company type we recommend to seek the guidance of a professional corporate agent.
Liability of incorporated business forms
All incorporated businesses have a common defining aspect: when you set up a firm as a legal person or entity your private property cannot be seized to cover any debts of the business. In case of negligence, however, you may be considered personally accountable. You need to be fully aware of the responsibilities you are taking on by registering an incorporated entity. If you do not fulfill your tax and administrative obligations, you may be fined by the Tax Office (Belastingdienst).
Taxation of incorporated entities
In the Netherlands businesses having a registered legal entity are subject to different taxes in comparison to unincorporated structure or individuals.
Corporate tax A distinct requirement for all legal form businesses is the payment of corporate tax (venootschapsbelasting) which is a type of income tax levied on profits. In some cases, associations and foundations are not liable for corporate tax. The rate of corporate tax is lower than that of income tax. This is one of the major factors for entrepreneurs to set up incorporated businesses such as private limited companies. The administration, however, is rather complex and yearly costs may be higher. Usually, a significant turnover is necessary to compensate for these expenses.
Corporate tax rates in the Netherlands The corporate tax for taxable amounts up to or equal to 245 000 EUR is 15% and 25% for amounts higher than 245 000 EUR.
Tax on dividends Private and public limited companies are liable for dividend tax (or dividendbelasting in Dutch) at a rate of 15% on profits paid to the shareholders. Then the shareholders must pay 25% tax on the received amount.
Yearly financial statements Businesses with legal forms are obliged to prepare and submit yearly financial accounts and reports to the Tax Office and the Chamber of Commerce.
Unincorporated business structures (Rechtvorm zonder rechtspersoonlijkheid)
Unincorporated business structures are not required to have a legal form (e.g. notarial deed). The private assets of the owners, however, can be seized to cover outstanding debts of the business. Such businesses can be established at the Commercial Chamber without the participation of a Latin notary.
1. Taxation of unincorporated businesses
Businesses without a legal form need to pay VAT, income tax and payroll tax (if they have employees). Several tax incentives are available. In contrast to incorporated companies, businesses without a legal form do not owe corporate taxes.
2. Liability of unincorporated business owners
The main disadvantage of having a business without a legal form is the lack of distinction between business and private property. If the company has outstanding debts, the debtors can claim the owner’s personal assets. Therefore, in case of bankruptcy of the business, the owner goes personally bankrupt, if he/she does not have sufficient assets to cover the debts. The assets of the owner’s spouse can also be seized, if their marital property is common. In order to avoid this problem, spouses are advised to change their nuptial agreements.
Business structures without legal form
In the Netherlands there are four types of unincorporated business structures:
1. The Dutch Sole Proprietorship
The Dutch sole proprietorship is the business form most independent workers choose for. The tax filings for the one-man-company are the same filing as for natural persons. The business’ tax number is the social security number of the owner. If the company has any debts, the owner is personally liable, therefore many entrepreneurs prefer to establish a limited liability company to mitigate the entrepreneurial risk.
2. The Dutch Partnerships
Partnerships have two shareholders, or a group of investors equally liable and responsible for the actions or repercussions carried out by the enterprise. In the Netherlands, there are two categories of these partnerships, private and public. 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.
The General Partnership (Dutch: Vennootschap onder firma) Private partnerships are when two or more individuals hold the same amount of equity stake in the corporation and therefore are equally liable for the actions, debt, and litigation accrued by the company.
The Professional Partnership (Dutch: Maatschap) The professional partnership includes two or more partners, each of which is responsible for his or her own claims. The professional partnership is suitable for dentists, lawyers, accountants, and other self-employed occupations.
The Limited Partnership (CV) (Dutch: Commanditaire vennootschap) The Dutch CV consists of 2 or more partners. One of the partners assumes the role of the general partner who will manage the company. The general partner is not limited in liability. The other partner(s) is referred to as a ”silent partner”. The silent partner is limited only to his capital contribution. The silent partner may not be involved in the management of the company.
Are you interested in establishing a business in the Netherlands? Our incorporation agents can guide you throughout the whole process!