Business Structures - Interim legal counsel

Dutch Business Structures: A Guide to Legal Entities in the Netherlands

When considering international business ventures, one of the first questions that investors and business owners ask is about the available business and legal structures in the country of interest. Understanding these, their respective advantages and disadvantages, the setup process, and related costs, is crucial for making informed decisions. In this blog article, I explore the most popular business structures in the Netherlands, with a particular focus on the ‘BV’, the ‘NV’, and the ‘Eenmanszaak’.

1. Overview of Dutch Business Structures

The Netherlands offers several types of legal structures, each with its own set of advantages for different business needs. Here’s an overview of the most popular forms:

  • Besloten Vennootschap (BV – Private Limited Company): A BV is a popular choice for businesses of all sizes due to its flexibility and limited liability. It’s equally suited for startups, growing companies, and businesses seeking investment. Besides its flexibility and the fact that it affords limited liability, its advantages lie in the possibility to optimize tax structures, the ready access to capital, and the professional image associated with this type of business structure.
  • Naamloze Vennootschap (NV – Public Limited Company): A NV is well-suited for larger businesses aiming to go public or raise significant capital on the stock market. It offers limited liability, substantial capital-raising potential, and enhanced prestige. However, the complex setup, stringent regulatory requirements, and elaborate management structure are important factors to consider before opting for this business form.
  • Eenmanszaak (Sole Proprietorship): An Eenmanszaak is the simplest form of business entity. While it offers ease of setup, full control, minimal administration, and tax simplicity, it also comes with the risks of unlimited liability, income instability, and growth limitations. It is a suitable option for those starting small-scale operations and seeking a straightforward business structure.
  • Vennootschap onder Firma (VOF – General Partnership): A VOF is a business structure where two or more individuals share ownership and management responsibilities. Its advantages lie in the shared responsibility, complementary skills, simple setup, and the fact of its taxation as personal income.
  • Commanditaire Vennootschap (CV – Limited Partnership): A CV is a partnership where one or more partners have limited liability, while others have unlimited liability and manage the business. The advantages of a CV include the limited liability it affords its passive partners, its flexible structure, and its attractiveness to investors.

The BV is the most common form of legal entity in the Netherlands, and probably also the most popular with foreign investors or business owners, not least as it can be used as a holding entity. In the sections below I’m taking a closer look at the advantages and disadvantages of the BV, the NV, and the Eenmanszaak. I’ll also look at the set-up process of and corresponding costs for each of these business structures.

Note that there are other forms of business structures and entities available in the Netherlands as well. Discussing each of these would go beyond the scope of this blog article, but do take a look at the information provided by the Dutch Kamer van Koophandel (KvK – Chamber of Commerce), if you’re interested.

2. The (Versatile) BV

Advantages

One of the standout features of a BV is its remarkable flexibility in governance and structure. There is no minimum capital requirement for the BV. The articles of association of a BV can be tailored to meet unique business needs, allowing the adjustment of aspects such as voting rights and profit distribution. Additionally, BVs can issue multiple classes of shares, each with different rights, to accommodate the diverse preferences of investors.

For holding companies, the BV structure is particularly advantageous. It allows for tax efficiency through the participation exemption, which exempts dividends and capital gains from subsidiaries from corporate tax. This prevents double-taxation within the same group of companies and can lead to substantial tax savings. Furthermore, a BV can shield assets from the liabilities of operating companies, providing a layer of protection that is crucial for safeguarding investments. Centralized management in a BV simplifies oversight and strategic planning for multiple subsidiaries, enhancing the efficiency and coherence of business operations.

In practical business transactions, BVs have proven to be highly effective tools. Ownership can easily be transferred through share sales without disrupting the company’s operations, making it a seamless process for business continuity. This feature is especially useful in raising investment, as it attracts investors by offering equity in a structured and legally secure manner. Additionally, BVs can serve as effective vehicles for business expansion, supporting M&As with smooth transitions and consolidated management.

The formal structure of a BV can significantly improve a business’s credibility, making it more attractive to clients and investors. Dutch law also provides robust protections for minority shareholders, which can make it easier to attract and retain investors by ensuring their rights and interests are safeguarded.

Setting up a BV

To set up a BV, the involvement of a Dutch civil law notary is required. The notary will prepare a notarial deed and articles of association for the BV. Following execution of the notarial deed before the civil law notary, the notary submits the deed to the KvK for registration of the BV. The costs for setting up a BV consist largely of the notary’s costs (EUR 500 to EUR 1,500). In addition, there is a one-time registration fee to register the BV with the KvK (EUR 80,10 in 2024). In terms of starting capital, at least 1 eurocent per share in the BV is required. Provided all relevant documentation and information is provided to the notary swiftly, it is usually feasible to complete the incorporation of a BV within two to three weeks.

3. The (Prestigious) NV

Advantages

One of the primary benefits of an NV is limited liability. Shareholders’ liability is restricted to their investment in the company, which means their personal assets are protected if the business incurs debts or legal issues.

Another significant advantage of an NV is its capacity for capital raising. The ability to issue shares to the public allows a NV to raise substantial amounts of capital, which can be used for expansion, development projects, or other strategic initiatives. This makes the NV structure ideal for businesses looking to secure large-scale investment and grow their operations significantly. Additionally, having a NV listed on a stock exchange can greatly enhance the company’s prestige. The increased visibility and reputation associated with being a publicly traded company usually opens further doors to business opportunities and partnerships.

Disadvantages

There are, however, important considerations to take into account when establishing a NV. In addition to the more complex set-up process (see below), which can be a barrier for some businesses, NVs require a minimum share capital of EUR 45,000 and face stricter regulatory and reporting requirements. This includes the obligation to publish annual financial statements, which ensures transparency but also adds to the administrative burden.

The management structure of a NV is typically more complex as well. In many cases, it includes the requirement to have a supervisory board in addition to the management board. This can make governance more intricate and requires careful planning and execution.

Setting up a NV

As in the case of the BV, setting up an NV is not possible without the involvement of a Dutch civil law notary. While the process is largely the same, the costs involved are considerably higher. For a standard NV, notarial fees between EUR 400 and EUR 2.200 can be expected to be incurred. In addition, there is the registration fee of EUR 80,10 (in 2024) to be paid to the KvK. Most significantly, however, an amount of at least EUR 45,000 must be invested in the NV as starting capital. In addition, there are costs for bookkeeping, to draw up annual accounts and to file these with the KvK. The annual administration costs depend on the size and complexity of the NV. On average, setting up a NV typically takes about four to six weeks.

4. The (Straightforward) Eenmanszaak

Advantages

An Eenmanszaak is the simplest form of business entity, making it an ideal choice for freelancers, consultants, and small business owners who want to maintain full control and have minimal administrative burdens. The process of registering an Eenmanszaak is both quick and cost-effective (see below). This ease of setup is one of the primary attractions for those looking to start a business swiftly and efficiently.

The sole owner of an Eenmanszaak has full control over all business decisions, and his / her vision and strategy can be implemented without any external interference. Additionally, the minimal administration requirements translate to fewer regulatory requirements, resulting in less paperwork and lower administrative costs.

In terms of taxation, an Eenmanszaak offers simplicity as profits are taxed as personal income. This not only simplifies tax filings but can also provide some tax benefits for smaller operations, making it a straightforward option for individuals looking to manage their finances efficiently.

Disadvantages

However, there are important considerations to keep in mind. One significant drawback of an Eenmanszaak is unlimited liability. The owner is personally liable for all business debts, which means personal assets are at risk if the business incurs debt or faces financial difficulties.

Additionally, Eenmanszaken can experience income instability due to fluctuations in business revenue, which may lead to financial instability for the owner. Furthermore, raising capital can be challenging in an Eenmanszaak, limiting the ability to scale the business effectively.

Setting up an Eenmanszaak

To set up as an Eenmanszaak in the Netherlands, registration with the KvK is required. Following registration, the Eenmanszaak will be listed in the Dutch Handelsregister. The KvK will charge a one-time fee of EUR 80,10 for registering the Eenmanszaak. But this is essentially the extent of the costs involved. It usually only takes a few hours to complete the registration process. However, as this is also dependent on the availability of KvK appointments, the process can take longer.

5. Conclusion

Choosing the right business and legal structure for a business in the Netherlands, just as in any other country, is key for that business’s success. Whether one opts for the straightforward Eenmanszaak, the versatile BV, or the prestigious NV, understanding the options is the first step toward making an informed decision.

For further information on this topic, see the information published on Business.gov.nl, the Point of Single Contact (PSC) for resident and foreign entrepreneurs who want to establish a business or do business with the Netherlands.

Thoughts, comments or questions? Let me know!

Gundo Haacke, Interim Legal Counsel & Owner of Haacke Commercial Legal Services.
Blog article first published on 19 June 2024.
Image credit: Created by myself with the support of AI.

Related Blog Posts