Legal Considerations for Setting Up a Joint Venture in the Netherlands

Would you like to establish a business presence in the Netherlands? Or expand your already existing business here? Or maybe you would like to join forces with other Dutch or foreign entrepreneurs to launch a new service or product that will surprise the market? Then we can help you with all administrative and practical matters. Intercompany Solutions specializes in the establishment of Dutch companies, especially the Dutch BV structure. We have already assisted many foreigners this way and can also help you, due to our expertise and vast network within the field.

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Summary: A Joint Venture in the Netherlands typically takes one of two forms: a Contractual JV (governed solely by a cooperation agreement) or an Equity JV (incorporating a separate legal entity, usually a Dutch BV). While the BV structure is favored for its limited liability and professional image, the success of any JV depends on the "JV Agreement." This document must clearly define profit sharing, decision-making authority, intellectual property ownership, and exit strategies to prevent deadlocks and protect the individual interests of both partners.

Feature	Contractual Joint Venture	Equity Joint Venture (BV)
Legal Status	Partnership by agreement	Separate legal entity (BV)
Liability	Often unlimited/personal	Limited to the company assets
Setup Speed	Very fast (Contract based)	Requires notary & KvK registration
Taxation	Profits flow to partners	Subject to Corporate Income Tax
Best For	Short-term/low-risk projects	Long-term growth & scaling

What is a joint venture?

In the Netherlands, there are many ways to start a business. You could go solo as a freelancer (eenmanszaak), team up with friends or colleagues in a partnership (vennootschap onder firma or VOF), or create a private limited liability company (besloten vennootschap or BV). For many foreign entrepreneurs, the BV is the standard choice because it shields personal assets and comes with official recognition. But in some cases, you might want to join forces with someone else. This can enable you to benefit from perks, like sharing resources, pooling strengths, or combining local knowledge with international experience, and that’s where a joint venture (JV) comes in. A JV isn’t a special new legal form by itself; rather, it’s a business arrangement between two or more parties who agree to collaborate, share profits, share risks, and often create a separate vehicle or contractual cooperation to run a project. 

It might be temporary, for example, to launch a new product, import goods, or run a shared operation. Or you can decide to make the JV a bit more permanent, which totally depends on your goals. If you’re thinking of forming a JV in the Netherlands, it’s smart to understand the legal landscape before you commit. What structure will you choose? How will you split profits and losses? Who’s responsible for what? How do tax and liability work? In this article, we’ll walk you through all the important legal matters to help you understand what a JV is and how to set up a JV the right way, whilst avoiding common pitfalls and staying compliant with Dutch laws at the same time.

Why you might choose a joint venture

There are several methods to work with other business owners outside a joint venture. So, you might be wondering why you shouldn't just establish a new business or combine completely. This is an excellent question; however, there are a lot of reasons why a joint venture can be a smart idea. Especially if you desire things like being able to change your mind, sharing risk, or getting help from experts you don't have. Foremost, a joint venture enables you to share the whole load of running the business. It takes time, money, and effort to start a business, especially in another country. You can pool your resources by working with a partner, such as a local who knows the Dutch market or laws, or another international entrepreneur with talents that go well with yours. This decreases your personal and operational risk while also raising your potential. Second, you can take advantage of each other's strengths. You might have contacts for buying things from other countries, but you might not know much about Dutch or EU import rules, taxes, or company requirements. Your companion might know a lot about the area. A joint venture can let you take advantage of each other's capabilities. For example, you can handle sourcing while they handle compliance, and you can handle marketing while they handle distribution.

Third, a joint venture gives you a lot of freedom, which many business owners prefer. You might agree to work together on just one project, like bringing in a shipment of products, launching a new product, or entering a new market. You can end the joint venture right when the project is over, split up the profits, and go your own ways. If all goes well, you can also turn the JV into a real firm. The fourth point, which is often missed, is that a joint venture can help build trust and commitment without combining everything. You keep your company's identity while also working closely with others. If you or your partner have other businesses, different ideas, or wish to keep your finances and legal matters separate, this is helpful. That being said, a joint venture only works well if everyone knows what their job, responsibility, and expectations are from the outset. That's why it's so important to get the legal structure right and write a good contract.

Choosing the right legal structure for your joint venture

One of the first legal questions you need to answer when you start a joint venture in the Netherlands is, how will this partnership work? A joint venture (JV) is not a legal form on its own; it is a choice to work together. You can either form a joint venture by signing a contract or a separate legal company, which is commonly a BV. A contractual joint venture is the easier choice. Your current businesses work together according to a documented agreement. There is some flexibility here, but there is also more personal risk. Depending on how obligations are set up, each partner may still be totally responsible for business debts. On the other hand, starting a BV (a private limited company) for the JV has clear benefits: it protects your personal finances from business risk, and the BV becomes the official 'face' of the partnership. 

Foreign businesspeople like Dutch BVs because the laws are simple, the beginning capital requirements are minimal, and owners can preserve control through agreements and articles of association. Sometimes partners start out as a contract and then turn the JV into a BV when business picks up. This can be a sensible and cost-effective way to do things. In the Netherlands, there are different forms of partnerships, such as a VOF (general partnership) or a maatschap (professional partnership). These may be cheaper to form, but they come with limitless personal responsibility, which isn't always good when foreign founders are involved or when the joint venture is at risk of losing money. The best decision for your business relies on your goals: whether you want to work on a short-term project or grow your firm over time, whether you want to take on a lot of risk or not, and how much power each partner wants. Getting legal guidance early can help you avoid having to make costly changes later.

Key clauses in a joint venture agreement

No matter which structure you choose, the heart of your joint venture is the JV agreement. This document lays out exactly how you will work together, and not just in good times, but also when challenges appear. It should describe what each party brings to the table, including money, equipment, knowledge, contacts, or access to a market. It must also cover profit distribution: who gets what percentage, and when can profits be paid out? Many partners skip this detail at first, but misunderstandings here are one of the biggest causes of JV conflicts. Decision-making is another key piece. Who has control over day-to-day operations? Which decisions require a unanimous vote? Should either partner have veto rights to protect their interests? 

In essence, setting rules upfront generally avoids power struggles later. This means that the agreement should also include exit rules. What happens if someone wants to leave? Can they sell their shares to an outsider? Do the remaining partners get the first right to buy? Furthermore, a solid JV agreement also prepares you and potential partners for tougher situations such as disputes, deadlocks, or simply when a partner fails to perform or do the duties assigned to them. In most cases, mediation and arbitration clauses are handy tools to include to be able to solve problems without having to go to court. Another crucial factor is the assigned ownership of assets and other things like intellectual property. For example, if you're launching a product together, who owns the branding, the customer list, or any new technology created during the JV? Clear arrangements prevent fights if the relationship ever ends. The more precise the agreement, the happier the cooperation, because both sides know exactly where they stand.

Regulatory and administrative compliance

Once you decide how your joint venture will operate, there are a few official steps you really can’t skip in the Netherlands. First, the JV must be registered with the Dutch Chamber of Commerce (KvK) if it operates as a legal entity or performs commercial activities under its own name. This registration gives your venture a KVK number and a BTW (VAT) number if needed. Foreign entrepreneurs sometimes assume the Dutch partner can take care of all administration alone, but both sides are responsible for proper registration and reporting. If your JV deals with international trade, you may also need an EORI number for customs. When you are selling products or services inside or outside the EU, this usually means that you will need to charge VAT, file VAT returns, and keep clean financial records altogether. 

Keep in mind that Dutch law always expects transparency from you and your partner(s), especially when multiple owners share control. If one partner manages the finances, agree on commonly shared access to bank statements and other tools like bookkeeping software from day one, because this builds trust and avoids surprises. Depending on your industry, there might be extra rules that you will have to adhere to. Think of food imports, technology exports, financial services, logistics, or healthcare, for example. Some activities require special permits or certifications, and a JV that ignores this can face delays or even fines. A good rule to live by: before you launch, make a checklist of everything the business must legally comply with. A few hours of preparation can prevent months of stress.

What you should know about liability, capital, and risk 

A joint venture can be exciting, but it also involves certain risk(s). That’s why deciding who carries which responsibilities is so important. If the JV operates through a BV, then in most cases liability stays with the company, not the founders. That’s essentially what limited liability is for: to protect your personal assets if the business struggles. However, Dutch law does expect directors to act responsibly. If the BV gets into trouble because of clear mismanagement, directors can still be held personally liable, including foreign founders. Capital contributions are another key topic. One partner might invest money, while the other provides equipment, patents, or a workforce. 

All contributions should be valued fairly and written down. So, what happens if the JV needs extra funds later? Will each partner invest more based on their percentage, or can one partner increase their stake by investing more? Setting such rules early on keeps things fair, since risk isn’t just about money. It can also be about things like reputation, time, and/or legal exposure. A partner handling operational tasks might logically face more day-to-day risk(s). In such cases, you might try to balance the agreement with stronger decision rights or a larger share of potential profits. The main goal is fairly simple: make sure to align risk and reward so everybody is motivated to protect the business.

How control and decision-making are arranged in a joint venture

Many joint ventures start with excitement and optimism. Everyone is motivated, everyone agrees… until the first serious decision needs to be made. Governance might sound like a big corporate word, but it simply means how decisions are made and who is in charge of what. Some founders prefer a very equal model: every decision requires all partners to say yes. That can work for small projects, but it can also slow everything down if opinions start to differ. A more practical approach is to divide control. One partner might handle operational decisions, like hiring, purchasing, and logistics, while the other focuses on strategy and finances. 

You can also create a supervisory structure with a board or regular partner meetings. If you use a BV, voting rights can be linked to share ownership, but you can go further by giving certain veto rights in the shareholders agreement. This basically means that decisions about taking loans, selling assets, or changing the direction of the business may require both partners’ approval. Keep in mind that disputes are quite normal in entrepreneurship. The important thing is having a process to solve them. Some JVs include a deadlock mechanism: mediation first, arbitration next, and a buyout option as a final step. When everyone knows the rules, discussions stay constructive instead of emotional. You want a JV where strong ideas win, not the loudest voice.

Intellectual property, confidentiality, and ownership of assets

In many joint ventures, the most valuable things are not machines or stock, but ideas. Maybe one partner brings in a special product formula, software, or a strong brand. The other partner might add a customer network, marketing strategy, or proprietary know-how. If you don’t clearly agree on who owns what, things can get messy very fast. So it’s crucial to decide which IP stays with each partner, which IP belongs to the JV, and how new IP will be handled in the future. A simple way to think about it is as follows:

• An already existing IP is what each partner already had before the JV
• A contributed IP is what you allow the JV to use
• A new IP is what’s created during the cooperation by one or both partners

The JV agreement should spell out whether any contributed IP is licensed or transferred to the JV, under what conditions, and for how long. For new IP, you can choose that it belongs to the JV itself or that one party owns it and licenses it to the other. There’s no “one-size-fits-all,” but it must be written down. Confidentiality is the other side of the coin. To work together, you’ll share sensitive information such as pricing, client lists, processes, and maybe even trade secrets. A good NDA (non-disclosure agreement) or strong confidentiality clauses in the JV contract protect this information during and after the collaboration. You may also want rules about non-compete and non-solicitation, so partners don’t use JV knowledge to directly compete with each other or poach key staff. Clear IP and confidentiality rules essentially make it safer to fully commit to the project.

Tax implications and cross-border issues

Taxes are a big part of any business, and a joint venture adds a few layers. The Netherlands already has a good reputation internationallydue to very competitive corporate tax rates, many existing double-taxation treaties, and a stable legal and economic system. In essence, it completely depends on your business structure how profits are taxed. For example, a Dutch BV pays corporate income tax, and shareholders need to pay tax again when profits are distributed as dividends (although there is a so-called participation exemption), though treaty benefits often reduce withholding tax for foreign owners. Next to that, VAT rules are also important, especially if you sell goods or services in multiple EU countries or outside the EU. Your JV may need to charge Dutch VAT on sales, file regular VAT returns, or register in other EU countries when selling cross-border. It is advisable to ask a professional for help if you aren’t sure about this, to make sure you adhere to Dutch laws.

If you are importing goods, you might benefit from Article 23, allowing you to postpone import VAT instead of paying upfront at the border. This is actually a very big cash-flow advantage for new companies. Furthermore, if partners are located in different countries, tax residency questions can come up: where does the JV pay tax? Where is management located? Who receives which part of the profits? These are not problems; they just need clear answers in advance. A short meeting with a tax advisor before the launch often saves months of confusion later. Think of it as giving your JV a clean tax passport before it travels.

Practical tips and some common pitfalls to avoid

In general, you can achieve a lot of success with a JV if you have a solid plan and good ideas. Most joint ventures don’t fail because the idea was bad. They often fail because expectations were unclear. One common mistake is starting “on trust” and postponing the legal work. Everyone is enthusiastic, so the JV begins without a complete agreement. Then, when money comes in (or doesn’t), the disagreements start. To avoid this, try to discuss the difficult topics from the start: exit rules, profit sharing, decision-making, and what happens if one partner stops contributing. Another frequent problem is unequal effort. One partner may do most of the daily work while the other mainly benefits from the results. If this isn’t balanced in the agreement, frustration builds. You can prevent this by linking things like roles, responsibilities, and compensation more clearly: for example, setting a management fee for the partner who runs operations, or adjusting profit shares over time.

A third mistake is ignoring tax and compliance. Some entrepreneurs assume “the accountant will fix it later.” But if the JV structure is unclear, or registrations and licenses aren’t in place, you may run into issues with the Dutch tax authorities or the Chamber of Commerce. Fixing everything afterwards is often way more expensive than doing it right from the start. Finally, many partners forget to plan for success and failure. Imagine the JV growing faster than expected. Or what if you want to sell it? What if one partner wants to exit, while the other wants to continue? These are serious questions, and therefore, building in flexible options, like buy-out clauses, valuation methods, and clear timelines, turns surprises into manageable steps instead of crises.

Do you feel like a joint venture is something that is right for you? Intercompany Solutions can assist you with the establishment process

Setting up a joint venture in the Netherlands can be a smart way to combine knowledge, share risks, and enter the market with more confidence, but it does require careful planning. There are things you definitely need to take care of to ensure a bright and successful future. You need to choose the right structure, define things like governance, protect your intellectual property, and make sure tax and legal obligations are handled correctly. Why? Because this will save you a lot of headaches later. 

When you have a solid agreement and clear communication, a JV can grow into something stronger than either partner could build alone. If you’d like trusted help with the setup, for example, from forming a Dutch BV and arranging registrations to drafting agreements, handling VAT, and keeping the administration in line, then our team is ready to guide you every step of the way. You just keep focusing on the partnership and the business idea, and we'll make sure everything in the background is correct, compliant with Dutch laws, and well-organized. That’s how your joint venture starts not only with ambition but with a solid foundation for success.

The many services we can offer you

Intercompany Solutions has assisted hundreds of foreign entrepreneurs from over 50 different nationalities. Our clients range from small one-person startups to multinational corporations and everything in between. Our processes are aimed at foreign entrepreneurs, and, as such, we know the most practical ways to assist with your company registration. We can assist with the full package of company registration in the Netherlands, either ourselves or via trusted and professional partners we work closely with:

• Company establishment in the Netherlands
• Application for a VAT or EORI number
• Application for foreign VAT numbers
• Startup assistance
• Accounting services
• Administrative services
• Secretarial services
• Legal assistance
• Payroll administration
• Tax services
• OSS returns
• Intra-Community transactions declarations (ICP)
• Acquiring an Article 23 license
• Obtaining E-herkenning for your company
• Acquiring or closing G-accounts
• Transfer of shares
• Dutch company closures
• General business advice

We are constantly improving our quality standards to continually deliver impeccable services.

How Intercompany Solutions can assist you with all Dutch business matters

Whether you want to start a joint venture, a Dutch BV, or anything else, we are here to assist you. We can take care of the whole registration and incorporation process and also help you out with ongoing matters. Our team has many years of professional experience with helping foreign entrepreneurs to establish a solid business foundation here and also keep that business going. Give us a call, and we can tell you exactly what you need and how we can help!