The private Limited Liability Company in the Netherlands
Starting a private limited liability company in the Netherlands
Intercompany Solutions has successfully aided thousands of entrepreneurs in the establishment of Dutch companies. We specialize in company formation, legal and administrative services and help foreign investors and entrepreneurs expand their presence throughout the world by assisting them throughout the entire process.
Almost all foreign entrepreneurs choose the Dutch private limited liability company since it offers multiple benefits compared to other legal entities. If you would like to start a Dutch company any time soon, please feel free to contact us for more information about the procedure or a clear quote via the button below. On this page, you can find general information about the Dutch BV and the reasons why this is almost always the best option to choose. You can also request a free consultation, we will help you take your first steps to setting up a Dutch company.
Starting a private limited liability company in the Netherlands
The Dutch designation for a private limited liability company is a BV (an abbreviation of the Dutch “Besloten Vennootschap”), which is simultaneously the most widely used legal entity in the country. The Dutch BV is also quite similar to the German GmbH, while in the United States, the entity is called an American LLC. All these foreign legal entities are the same in essence, meaning that they imply a private company with limited liability for its directors.
A BV is a legal entity in which the available assets are divided into shares. The fact that the BV is a legal entity means it’s completely independent, hence the limited personal liability regarding debts you might make with the company. As a director or director-shareholder, you are employed by your own BV. In addition to your salary, you can reserve profits within the BV and build up your own capital. Do note that in the event of bankruptcy, the BV is liable for any debts. For many entrepreneurs, this private protection is the major advantage of the Dutch BV.
Some general traits of a Dutch private limited liability company
Founders and Shareholders
- A BV can have multiple founders.
- Shareholders can be individuals or legal entities.
- Any individual shareholder can also be a director.
Capital Requirements
- No minimum share capital required.
- Since October 2012, a BV can have shares with a nominal value of EUR 0.01.
- Previously, the minimum capital was EUR 18,000.
Shareholder Rights
- Shareholders own the company's shares and hold the highest power.
- Shareholders can vote on company decisions and may have rights to profit.
- Different types of shares can be issued, some without voting or profit rights.
Directors and Management
- Directors manage the company's daily operations.
- Small BVs might have a single director who is also the main shareholder.
- Supervisors can form a supervisory board or be part of the main board.
Incorporation Process
- Must be arranged through a notary.
- Requires a deed of incorporation and a shareholders' register.
- The company must be registered at the Dutch Chamber of Commerce.
Accounting and Record-Keeping
- Maintain accurate administration and archive data for 7 years.
- Include accounting records, annual figures, tax returns, invoices, and receipts.
Tax Obligations
- Pay corporate income tax.
- Current rates: 19% for profits up to EUR 200,000, and 25.8% for profits above EUR 200,000.
Liability
- No personal liability unless there is improper management.
- Debts cannot be claimed from personal resources.
Starting a BV
- You can do business before the BV is officially established, but must register in the trade register.
- Inform partners that the company is "in formation" (BV i.o.).
- Personal liability applies until official formation.
Foreign Entrepreneurs
- Foreign founders become subject to Dutch corporate, dividend, and sales taxes.
Business Structures
- A holding company (BV) owns shares of another BV.
- Used to separate capital (like profit or pension) from business risks.
These are some very general traits of the Dutch private limited liability company. If you want to know more about the structure of a Dutch BV, you can read about it in detail on this page. The BV is a very versatile legal entity that is suitable for nearly every type of company. Thus, it is a very popular entity that is chosen by our customers in almost all cases.
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What are the main differences between a Dutch public and private limited liability company?
The main similarities between a Dutch public limited liability company and a private limited liability company
There are several similarities between a Dutch BV and an NV. Firstly, both are legal entities that possess capital, which is divided into shares. If you own at least 5% of the shares within the company, then these are taxed as benefits in Box 2. For both entities, the customary salary scheme applies. Furthermore, both company forms are liable for corporate income tax. And in both cases, the director or shareholder is not jointly and severally liable unless there is a definite case of improper management that can be proven. As you can see, these two types of companies share some common characteristics that make them somewhat similar. Nonetheless, there are also some noteworthy differences to consider.


The main differences between a Dutch public and private limited liability company
One of the most notable differences between a Dutch NV and a BV is the start-up capital you will need as an entrepreneur. The required minimum share capital for an NV is currently set at 45,000 euros, which is quite a hefty sum, especially for starting entrepreneurs. The BV, however, only requires you to deposit a minimum of 1 euro share capital. Please note that this used to be 18,000 euros in the past, but this changed due to the introduction of the Flex-BV. So, a BV is much more accessible.
Secondly, the BV only has non-transferable registered shares, whereas the NV has bearer shares that are transferable. Next to that, the BV has the option of issuing shares without either voting or profit rights and a flexible voting ratio scheme, whereas the NV doesn’t have any special share types. Furthermore, there are no restrictions on receiving shares within a BV, but if you own an NV, there might be certain restrictions on financial support for receiving shares. Lastly, with a BV, you will need to carry out a balance test and a distribution test for distributions, whereas only a balance test is needed within an NV. It is advisable that you partner up with an experienced party if you want to make an informed decision regarding the best company type for you. Intercompany Solutions can perfectly assist you with such matters.