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Legal forms

There are various legal forms for company within the Netherlands. The Dutch legal system provides a framework with different options:

  • Sole trader (ZZP)
  • Partnership under common firm (VOF)
  • Limited partnership
  • The partnership
  • Private limited liability company (BV)
  • Foundation
  • Association
  • Branch office

Diagram of legal forms 

Sole trader (ZZP)

As a sole trader (ZZP-er) you are the only owner of the company althouth you might have some personnel. The advantages of being a ZZP-er are that you are entiteled to the special enterpreneurial tax allowance. The risk of being a ZZP-er is that you are personally liable, there is no 'border' between the personal and business assets. Sole trader is not a legal form


Partnership under common firm (VOF)

General partnership (VOF) is the most common of starting a business after ZZP. It is one business with two or more people (partners). The advantage is that all the partners are seenas ZZper s by tax office and are entitled to the special enterpreneurial tax allowance. Each partner is however liable for obligation.
The deed of incorporation signed by notary is unnecessary, however it is advised to sign the partners agreement.
Download Model contract partnership under common firm (VOF)

Private limited liability company (BV)

Opting for a Private limited liability company (BV) in the Netherlands will mean that the company will be considered a legal person under corporate law. Shares can be issued upon consensus, bound to registered persons and transferred transparently. Dividends can be issued to shareholders. Corporate tax will have to be paid over profits. Company structure will be in the form of a shareholders assembly, responsible for appointing a board of directors, with the option to have a board of trustees oversee the board of directors. Liability is for shares held only after successful foundation of the private limited liability company (BV). Only in case of gross negligence can the board of directors be held responsible.
To recap:

  • Liability is for shares held only,
  • A legal person under corporate law,
  • Shares can be issued upon consensus and bound to registered persons,
  • Corporate tax will have to be paid over profits,
  • Board of directors.
  • Requirements for setting up a private limited liability company (BV). The first step is to register the private limited liability company (BV) with the Chamber of Commerce. To meet the requirements for registering a BV with the Chamber of Commerce one must enlist the aid of a notary. The notary will help set up the deeds of incorporation and will investigate other issues such as the name of the company etc.

The following documents have to be submitted for application:

  • Letter of ‘no objection’ from the Ministry of Justice,
  • Deed of incorporation signed by notary,
  • Proof of invested capital (minimum of EUR 18.000),
  • Business plan.
    Source: www.hollandgateway.nl 
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