TBA & Associates

The Netherlands
Types of Corporate Entities

Various types of legal entities can be established in the Netherlands, each with distinct characteristics and legal obligations. These include:

Sole Trader (Individual Business Owner)

General Partnership (VoF)

Limited Partnership (CV)

Professional Partnership

Private Limited company (BV)

Public Limited company (NV)

Branch Office

Sole Trader (Individual Business Owner)

  • A sole trader, known as “Eenmanszaak,” is the sole owner of a business, potentially with employees.
  • Income tax is paid on the business profits.
  • Sole traders can be personally liable for business obligations, and this liability can extend to their spouse.
  • The term “ZZP” (zelfstandig zonder personeel or ‘self-employed without staff’) is often used to describe this structure.

Dutch General Partnership (VoF – Vennootschaap Onder Firma)

  • In a general partnership, more than one person operates the business.
  • Partnership agreements define contributions, liability, and entitlement.
  • Each partner is usually considered a self-employed entrepreneur for tax purposes, with income tax payable on profits.
  • All partners, as well as their spouses, share joint personal liability for business debts and obligations, unless protected by a marriage contract.

Dutch Limited Partnership (CV – Commanditaire Vennootschaap)

  • A limited partnership is run by multiple individuals, comprising active and limited partners.
  • The limited partner typically provides financial backing without day-to-day involvement.
  • Limited partners are only at risk of losing their financial investment if they don’t participate in managing the company.
  • Active partners are liable to third parties, with personal assets exposed to creditors. A marriage contract can offer spousal protection.

Professional Partnership

  • Typically formed among professionals like attorneys and GPs.
  • Partners are considered self-employed entrepreneurs (ZZPers) for tax purposes.
  • Partners hold individual liability for business obligations, and spouses may share this liability, with potential limitations through marriage contracts.

Dutch Private Limited Liability Company (BV – Besloten Vennootschaap)

  • A BV is a legal entity that limits risks to owners (shareholders).
  • Shareholders are only liable for their own capital contributions.
  • A minimum of €18,000 in paid-in capital is required to start a BV.
  • Shareholders owning over five percent of shares are considered to have a “substantial interest” for tax purposes.
  • BVs are a common choice for foreign companies looking to establish a subsidiary in the Netherlands.

Dutch Public Limited Liability Company (NV – Naamloze Vennootschaap)

  • NVs can be subsidiaries of foreign companies.
  • These companies are owned by shareholders, and their shares can be traded publicly.
  • Shareholders’ identities may remain undisclosed.
  • At least €45,000 in paid-in capital is required for NVs.
  • NVs are less common in the Netherlands.

Branch Office

  • Foreign companies can operate in the Netherlands through a branch office.
  • Easier to establish than a subsidiary.
  • The branch is not a separate legal entity; the foreign head office is liable for branch obligations.
  • No government approval is needed, but the branch and its manager must register with the local Chamber of Commerce Trade Register.
  • The foreign company must provide specific documents annually, including articles of incorporation, the annual report, and information on share capital if the company is incorporated outside the EU/EEA.

These various business entities provide flexibility and legal structures to suit different business needs in the Netherlands. Each type has unique characteristics, advantages, and compliance requirements, catering to a wide range of businesses and industries.

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Year 1 Incorporation and service fees.
Optional Services (Bank Account opening, Nominee services, Certification of documents, amongst others).
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