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Types of companies
Legal forms in which a business may be conducted can be classified into
2 main groups as follows:
1. Incorporated legal entities, with limited liability for the debts of
the business entity
2. Unincorporated enterprises, in which the partners are jointly and severally
liable for all obligations of the business entity.
Business entities are governed by the Commercial Code and Book 2 of the
Civil Code. There are two types of limited liability companies under Dutch
law:
The "Naamloze Vennootschap" (N.V.)
The "Besloten Vennootschap" (B.V.)
A B.V. may only issue registered shares whereas an N.V. may issue registered
shares and/or bearer shares. Only the shares of an N.V. can be listed
on a stock exchange. The articles of association of a B.V. must contain
limitations on the transfer and issue of shares. The bearer shares of
an N.V. are freely transferable.
The minimum issued and paid up share capital is currently € 45.000
for an N.V. and € 18.000 for a B.V. Shareholders' liabilities are
limited to the par value of the shares.
The management board of a legal entity must file the articles of association
with the Trade Register at the Chamber of Commerce and also deposit a
copy of the establishment deed at the Trade Register's Office.
In practise the vast majority of limited liability companies incorporated
in the Netherlands are B.V.´s. Generally the considerations which
require the incorporation of an N.V. are the ability to issue bearer shares
and a stock exchange listing.
Unincorporated enterprises under Dutch law are:
General partnership (Vennootschap onder Firma
- VoF)
an association of two or more persons (who may be individuals or legal
entities) whose personal liability for the debts of the firm is unlimited.
The VOF is not a legal entity. The general partnership must be formed
by contract, the details of which must be registered with the local Chamber
of Commerce.
Limited partnership (Commanditaire Vennootschap
- CV)
an association similar to the general partnership, with at least one general
partner whose liability for the debts of the firm is unlimited, and one
or more limited partners, whose liability is limited to the amount of
the agreed contribution to the partnership capital. The CV is not a legal
entity.
Branch of a foreign corporation
the branch has no separate legal existence in the Netherlands
but in other respects has the same status as the NV or the BV formed under
Dutch law. A foreign enterprise may either informally set up a branch
or establish a branch by executing a notarial deed. All permanent establishments
carrying on business in the Netherlands must register with the local Chamber
of Commerce and provide information as to the name, date of establishment,
location, purpose, management of the branch and capital structure of the
foreign corporation.
Sole partnership
a sole trader whose liability for the debt arising form the business is
unlimited. The sole proprietor's name, address and place of business must
be registered in the Commercial Trade Register.
The country
Types of companies
Dutch accounting, auditing and filing requirementsx advice
Dutch taxation
MGI
Springeling,
chartered accountants
Koningin Emmaplein 10
3016 AB Rotterdam
The Netherlands
Tel: 00 31 10 436 22 11
Fax: 00 31 10 436 21 58
Email: info@mgispringeling.nl
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