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The Venootschap Onder Firma (VOF) or General Partnership is a company established by a minimum of 2 members through an agreement registered with the Commercial Chamber (Trade Registry). This entity is commonly translated as “company with partners”. The General Partnership should not be confused with the Professional Partnership which represents cooperations of professionals where the main goal is not the joint performance of business activities.

Main features of the Dutch VOF (General Partnership)

Each of the partners must make a contribution to the common business, e.g. goods, money, labour or knowledge. In contrast to other entities in the country, the VOF is not required to have a minimum capital to operate.

Another important feature of the Dutch General Partnership is connected with the liability of its members. Each involved partner is liable for the company’s debts even when they are created by another partner in the VOF. For this reason, the partnership contract needs to be drafted and concluded in the presence of a notary.

As regards taxes, the contract needs to be submitted to the Commercial Chamber. Each of the partners has to pay income tax with respect to their profit share much like an independent entity. Therefore each partner has separate tax deductions and allowances.

The VOF agreement must state the authority, contributions, shares and resignation arrangements with respect to the profits. It also needs to include a formula for profit allocation. Such contracts can be drafted by a notary or the members of the partnership with the help of a model agreement.

Dutch VOF: Company Liability

The partners in a VOF carry joint and several liability with respect to the debts of the company. If the partnership’s assets are insufficient to cover the debts, creditors have the right to claim its members’ personal assets.

If the partners are spouses with no marriage settlement, creditors have the right to claim the assets of both spouses. If a settlement exists, only the assets of the spouse in debt are considered to fall in the scope of the business. In a business partnership between a husband and wife, both spouses can claim allowances if they undertake to perform equal shares of the tasks.

If you would like to receive further details regarding the Dutch General Partnership, please, contact our local company advisors.

Dutch VOF: Records and accounts

With respect to records and accounts, the Dutch law states that all persons involved in business or exercising independent professions are obliged to keep financial records and accounts and to store documents, books and other information carriers connected to those records and accounts. In a VOF, each partner has to prepare a yearly balance table and a statement of income.

Read here if you would like to explore other company types, such as the sole proprietorship and the private limited company in the Netherlands.

If you are living in a specific country, you can often only open a bank account in that specific country. That is not the case for the Netherlands. At most banks, non-residents can also open up a Dutch bank account to handle their money. And that's not just for personal versions, but also for business versions.

Some of the services related to Dutch bank accounts for non-residents, are collection and payment services, electronic banking, foreign currency exchange, debit and credit cards, guarantees, and fixed term deposits. The costs for such accounts for non-residents would depend on what type it is.

Opening a Dutch bank account

It is possible to start a company without living there. However, in many cases there is no online process to do this. You will have to consult with the bank to find out what service or type of accounts might be best suitable for your needs and requirements. Of course, you can also request the assistance of Intercompany Solutions to do this.

We can help you apply for Dutch bank accounts for non-residents and make sure that the bank gets all the signatures and paperwork that it needs. With our help, this will likely only take a few days. Your company or Dutch subsidiary can be up and running in no time! We offer a 24-hour response time, and can assist succesfully in most cases. Please note that the bank ultimately decides which clients to accept.

Benefits of Dutch checking accounts for non-residents

Having Dutch bank accounts has a number of benefits. For starters; it makes receiving payments from Dutch residents a lot cheaper and easier. This will help you in doing business. The Dutch local payment system is considered as one of the most effective systems in the world. By using this, you can reduce your costs and improve your speed and efficiency.

Opening a Dutch checking account also offers you the possibility to improve your competitive position in the Netherlands. Besides that, you can have current accounts in any convertible currency and you can use the electronic banking and cash management facilities of the bank. In many cases, no commission is charged for currency conversion.

Conditions for opening accounts for non-residents

Opening a bank account for non-residents is fairly easy in the Netherlands. However, you do have to meet some conditions before your company is allowed to open a corporate non-resident account in the Netherlands. To find out more about this, you can request a Corporates Non-Resident Account Information Form from the bank you want to open an account with.

Filling in this form will be the first step in the application procedure. Of course, Intercompany Solutions can be of assistance in this matter. We can contact the bank for all the necessary documentation and we can make sure that all the required information gets presented to the bank.

Let us help you!

So, if you are looking to apply for a Dutch checking account for your business as non-residents, we would gladly help. Who are we? We are Intercompany Solutions, and we act as your advisor when it comes to everything business-related. If you want to open a business in the Netherlands, but do not live there, we can take care of everything you need. The Netherlands is considered to be an excellent jurisdiction to start a business.

We can register your company in just a few days, and we can help you with all the required practical aspects, such as applying for Dutch company checking accounts. Up until now, we have assisted in forming more than 1000 companies. We offer a free initial consultation and can help you with every aspect of your business. Contact us now!

Dutch notaries are members of the KNB (The Royal Association of Latin Notaries). They provide specific services different from the ones offered by other law practitioners, including attorneys, lawyers and tax advisors. Their most important features are their independence and impartiality. They might also be referred to as Public Notary Netherlands or Notary Public.

Dutch notaries have university degrees in law and some of them specialize in particular areas, e.g. real estate, family or company law. If necessary the notaries can request services of other, more specialized law practitioners, including law firms. Notaries are not able to perform the duties of lawyers; hence they are not allowed to represent people in court. Furthermore, they cannot substitute Dutch attorneys.

Dutch notaries / Junior notaries

Notaries can sign deeds, while junior notaries are not entitled to this authority. Dutch notaries can also have personal offices, but the local law does not recognize them as entrepreneurs, regardless of this fact.

Junior notaries, in principle, are training to become notaries. They are required to complete a certain period of service at a duly accredited notary office. Junior notaries have a university degree in law but may prefer to remain working in accredited offices instead of opening personal offices.

Tasks of the Dutch Public Notary

Notaries act in the interests of parties concluding transactions or agreements. Similar to Dutch medical doctors or attorneys, they are bound by confidentiality clauses that do not allow them to betray their clients.

Notaries draft and execute deeds. They issue the respective papers to the involved parties, while also keeping copies of them in their office. After the preparation of notarial agreements, notaries have to update the respective registers (e.g. for private and public companies, marriage contracts, etc.)

Notaries have expert knowledge in particular fields and therefore may perform the functions of legal advisors. Even though they are unable to perform the services offered by attorneys or lawyers, they can provide advice with respect to signing deeds.

If you plan on signing contracts in the country it is appropriate to first seek professional advice. If you need more information regarding the local legislation or additional counselling, please, call our Dutch law company.

Many international entrepreneurs establish their businesses in the Netherlands to benefit from the many offered advantages. The strategic location of the Netherlands provides access to many western European customers and the country boasts the biggest port on the continent: Rotterdam. The tax system offers numerous advantages for businesses in various sectors. Below is a description of the top five profitable industries currently suitable for opening a Dutch company.

1. Agriculture

The country is rated second in the global export of agricultural products and foods after the United States, mainly due to the adoption of innovative methods in the field. In 2015 local agricultural producers reported an unprecedented increase in food export reaching almost 82.5 billion Euro. Our lawyers can assist you in applying for the necessary licenses to open a company in the agriculture business.

2. Energy

The Netherlands is the top producer of green energy and gas in Europe. The gas technologies it uses are among the most developed in the world. International investors planning to open businesses in this sector can take advantage of different dedicated governmental programmes. Our Dutch lawyers can provide you with more information on the subsidies offered by the country in the field of energy.

3. Information Technology (IT)

The local legislation is favourable for investors planning to open IT companies in the country. Their businesses can take advantage of different governmental incentives granted in the field of high technology. Our law firm can help you obtain the necessary license for opening an Information Technology company in the Netherlands.

4. Logistics

The huge volume of goods in transport worldwide has had a significant effect on the Dutch logistics sector. Currently, the country is among the most advanced logistic centres on a global scale. Therefore setting up a company operating in the field of logistics will bring significant profits. Our firm can assist you with setting up a logistics company in the Netherlands.

5. Creative sector

The creative industry is turning into a lucrative ground for investment in the country. International entrepreneurs are welcome to open companies operating in the field of architecture, design and online gaming. Our Dutch lawyers can give you details on the requirements for opening such a company.

If you would like to set up a Dutch business, you can get in touch with our local attorneys to receive legal assistance.

The Netherlands qualifies among the most progressive countries worldwide in regards to financial technology. The sector has a branch that uses blockchain wallets for buying and selling cryptocurrencies. Furthermore, the country has established WestHolland: a centre for development and research employing innovations to provide new technology for all areas of the economy. In the summer of 2017, the National Bank of the Netherlands officially announced the establishment of a new department for blockchain technology development.

If you are planning to open a business with cryptocurrency in the Netherlands our company incorporation agents can help you throughout the registration process.

The Netherlands as a top destination for cryptocurrency businesses

International investors, who consider opening a company that operates in the sector of finance, and particularly in the field of blockchain technologies can benefit from the fact that the country is among the few states worldwide that accept the usage of virtual currencies. Furthermore, the Dutch Central Bank has created a digital currency called DNBCoin. And the Dutch town Arnhem is famous as the ''Bitcoin City'' because all of its companies operating in the field of electronic commerce accept cryptocurrency payments.

The Dutch central authorities also recognize the potential contribution of cryptocurrency technologies to the future of the finance industry. Our consultants in company formation can provide you with detailed information on the procedure for starting a business with cryptocurrencies in the country.

Incorporation of a cryptocurrency company in the Netherlands

The opening of a cryptocurrency business in the country is not regulated by special requirements. Nevertheless, you need to register a company in the Commercial Registry in order to start operation. Our Dutch consultants in company incorporation can help you register your cryptocurrency business.

Investors planning to open Dutch companies involved with Financial Technologies with the aim of trading in virtual currencies need to be informed that the Netherlands has an established framework of such transactions.

If you need assistance in registering a virtual currency company in the Netherlands, please, do not hesitate to contact us.

Starting a crypto exchange in the Netherlands

The Netherlands has experienced a lot of Bitcoin and crypto initiatives in the early days of the new Digital currencies. The Netherlands is home to several Bitcoin and crypto vendors, who buy and sell cryptocurrency, as well as a Bitcoin exchange.

The platform has offered some insight into the regulatory framework of the Dutch Central Bank (The Financial Markets regulator).  The position of the Dutch Central Bank, according to the platform is that a crypto exchange does not need a license, as long as general KYC practices are met. Customers need to be adequately identified, and Anti Money Laundering policy and compliance need to be met, which is more or less comparable to the customer identification standards of Dutch law firms.

The lenient stance on cryptocurrency exchanges has not been noticed by the main crypto platforms to date. Not only the Dutch regulators are open to Crypto platforms, a variety of Dutch banks have- and are currently facilitating the Dutch Crypto vendors- and exchanges.

The Netherlands could be an easy access to the European market, with a warm stance on crypto companies and a stable investment climate and clear regulations.

Intercompany solutions can provide you with the practical know-how to start your Dutch Cryptocurrency business or exchange. Contact us for a free consultation on your case.

Crypto taxation related articles:

What kind of entity is the BV?

The BV is the equivalent of a private company with limited liability (LLC) in the Netherlands. Therefore its shareholders are liable (financially) only for their own investments in the business and do not carry personal liability for the company’s debts. This is why, among other reasons, Dutch BVs are preferred by international entrepreneurs.

Who owns the BV?

The owners of the BV are its shareholders that have acquired privately registered shares. There must be a minimum of one shareholder. Any shareholder can be either a Dutch or a foreign physical or legal entity.

If the shareholder is only one, the shareholder’s details are available to the public at the Chamber of Commerce. If the shareholders are more than one, only the details of the BV’s directors are listed in the public registry.

How much cash is needed for share capital?

In October 2012 the Government of the Netherlands passed a new act on the requirements for establishment of BVs to stimulate entrepreneurship. The share capital necessary for incorporation was reduced from EUR 18 000 to EUR 0.01. Our advice, however, is to start your BV with a capital of EUR 100 with a nominal share value of EUR 1.00. If you would like to opt for a share value above EUR 1000, please, let us know, because in this case, the procedure for incorporation will be a bit different.

What are the other requirements for incorporation?

 Director(s)

The limited liability company should have a minimum of one director. There is no need to appoint a secretary. The director’s position can be taken by the single shareholder or by nominated directors.

In principle, the director is the official representative of the BV under any circumstances, unless his powers are limited by the provisions of the Articles / Memorandum of Association (AoA / MoA), or supplementary agreements with shareholders and managers.

 Registered office

Dutch BVs are obliged to have registered addresses in the country. The address has to be physical, P.O. boxes are not acceptable.

What obligations does a BV have in terms of legal and financial requirements?

The limited liability company is required by law to submit a yearly report and financial statements at the Commercial Registry in the Chamber of Commerce. If the company is categorized as a VAT liable company, it is generally obliged to submit a VAT declaration quarterly.

External audits are required when (two out of three conditions have to be fulfilled) the BV’s turnover is above 12 million Euros, its total balance exceeds 6 million Euros and its average staff number is 50.

Understood, now what should I do to start the procedure for incorporation?

The incorporation of a Netherlands BV can be finalized only by a public notary. After all shareholders agree on the incorporation deed, the same is executed before the notary. After incorporation, the company must submit its documents at the commercial registry and the tax authorities. Public notaries can execute deeds of incorporation through Power of Attorney (PoA), therefore the shareholder(s) do not have to be present in person.

In order to initiate the incorporation procedure, we need basic information including the number and the details of the shareholders and the main scope of operations of the BV. According to the law in the Netherlands, the deed must be prepared in Dutch. A translated version is also necessary so that the shareholders understand the documents requiring their signature. In case you would like to see an example of AoA, please let us know and we will send you a free sample.

The process of incorporation can be finalized within 3 days, but the actual period depends on the particular situation, the issue of a PoA and the fulfilment of all identification requirements.

Great, Pepsi BV sounds fantastic!

One last thing you need to know before you start. It is not allowed to incorporate a company with a name already in use by another BV or included in the list of official trade names, like Pepsi. Contact us to check whether the name you like for your company is available at the beginning of the process of incorporation.

The name also has to start or end with “BV”. Along with the main name you are free to include additional commercial names. In this way, you will be able to represent multiple brands with one and the same legal entity.

The Dutch holding company has proven to be an ideal structure for many different ventures. The Netherlands’ laissez-faire practices give businesses little to no regulation, minimal taxation, and generally, ease the stress of many entrepreneurs. In this article, we will analyze the main characteristics and benefits of opening a Dutch holding company.

What is a Netherlands holding company?

A Netherlands holding company is a type of business with the intention to ‘hold’ the stock of other corporations with the aim of controlling and possibly even absorbing them.

A holding company achieves this by purchasing enough shares of an already existing corporation to gain voting rights, which then enables it to influence the actions of the company, if not control it completely.

What are the benefits of a Dutch holding company?

While there are many benefits to holding companies in general, they are even more uniquely advantaged when located in the Netherlands. The explainer video covers the BV incorporation requirements, as well as advantages of a Dutch holding structure. A Dutch holding structure is where you would incorporate 1 BV and 1 holding BV. 

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Low Taxation

Thanks to many international treaties, such as the Double Tax Treaty Network, taxes for foreign or local holding enterprises within the Netherlands are significantly reduced. This tax code also promotes equality among investors and entrepreneurs, ensuring that the same regulatory standards given to domestic companies are extended to foreign enterprises as well, including their low tax standards for dividends. Holding companies generally face low taxation, since they are only investing their equity and are not a fully operating business. Moreover, certain companies may be fully exempted from taxation based on their income. Read more on dividend tax in the Netherlands.

Minimal Overhead

Overhead is the monetary cost of running a company. This can include employee salaries, office rents, sales team, and any other expenses devoted to running and organizing the business. Since holding companies rely on the foundations of already established businesses, they have minimal overhead expenses.

Easy Establishment

Establishing a Dutch holding company is a relatively simple process. The Netherlands holding companies can be listed as limited liability companies or limited liability partnerships. The capital minimum for limited liability companies is 1 euro and there is no minimum capital required for the limited liability partnerships. Additionally, no official audits are needed until the holding company has 10 million turnover a year or more. Professional financial management is also not needed, although it may come heavily recommended. The Netherlands remains one of the most favourable places for corporate establishment throughout all of Europe. If you would like to receive more information on how to establish a holding company in the Netherlands, please contact one of our incorporation experts.

Starting a Dutch Foundation

Thanks to the Netherlands’ loose government regulations and minimal taxation burdens, as well as their fair international codes, the Netherlands, provides entrepreneurs with a unique location to build a prosperous enterprise. If, however, one is unaware of the appropriate steps needed to found a Dutch foundation, they may easily breach the country’s guidelines and procedures. In this article, we will detail all necessary topics to know prior starting a foundation in the Netherlands.

What is a foundation?

A foundation is a private legal entity, not associated with the government, that has no members and in which the revenues are used for non-profit purposes, such as a charity fund.

Unlike other Dutch companies, foundations within the Netherlands do not have to follow the regulations of the Dutch Commercial Code. They belong to the Civil Code. The Civil Code provides foundations with the opportunity to be recognized as a separate, legal identity, distinct from its founder(s). When under the Civil Code, no shareholders can be acquired, and profits must be used for non-commercial purposes if registered as a Special Purpose Entity.

Read here on other company types in the Netherlands. 

Taxation on foundations

Dutch foundations are a peculiar organization when it comes to Dutch tax regulations. While they are an enterprise, they differ from businesses as their profits aren’t used to accumulate personal wealth, but rather to give back to the community in some way. This is the reason why the Netherlands provides foundations with options to choose how their taxes will be mandated. The options are broken down into two paths: special purpose entity or commercial registration.

Special Purpose Entity

Special purpose entity, or SPE, for short, applies when a foundation strictly agrees to engage in no commercial commerce in regards to their enterprise. While they are still allowed to make a profit and use the money to fund overhead costs such employee salaries, there are many restrictions on how their net profits are spent. This is to avoid companies claiming they are non-for-profit organizations to get a tax deduction while still earning profits and not donating the funds.

Commercial Registration

Commercial registration can be achieved for foundations. This option is for foundations who want to allocate a significant portion of their money for non-profit purposes but still would like to be involved in retail service applications. Since commercial foundations engage in commerce, they face Dutch taxation, although it is still generally less than other corporate entities.

The Dutch STAK foundation

The Dutch STAK is a legal entity that differs from a regular foundation. The STAK foundation is formed to hold the shares of a private company. By using the STAK to hold the shares, you are able to separate the economic ownership from the voting rights. This feature of the STAK could be useful for estate planning, where the heirs can receive economic benefits, without having voting power in the company.

If you would like to receive more information on Dutch Foundations, please contact our local incorporation agents.

There are several types of legal entities (rechtsvormen) that entrepreneurs can establish in the Netherlands. They can be classified into two groups: Incorporated (compulsory legal form) and unincorporated (legal form is not mandatory).

Our Netherlands-based company formation agents can assist you in selecting the correct company type for your business.

Incorporated business structures (Rechtvorm met rechtspersoonlijkheid)

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Incorporated businesses must have a legal form (i.e. a corporate personality or legal entity) represented by a deed prepared by a notary. This form protects the owner from potential debts incurred by the company.

In the Netherlands there are five types of incorporated structures:

1. The Dutch Private Limited Company (BV)

Dutch: Besloten Vennootschap

Private limited liability companies are the most common form of companies within the Netherlands. It is similar to the German GmBH, the American LLC, or the English’s Ltd. Limited liability companies are businesses in which equity is divided by shares. The private limited company Dutch BV is commonly employed by entrepreneurs investing in the Netherlands. The Dutch company act is renewed, therefore a Dutch BV no longer requires a minimum capital deposit. One shareholder is the minimum requirement for a Dutch BV and the liability is limited to the capital deposited. The shares of the Dutch BV are transferable by notary deed.

2. The Dutch Public Company (NV)

Dutch: Naamloze Vennootschap

The Netherlands public company or NV is the most popular legal form for companies who may be listed in the public Stock Exchange. The capital requirement for the NV is 45,000 euro. Public companies are businesses in which a portion of the stock or share is available on the Dutch stock exchange for members of the general population. They can invest capital in order to garner shares in the business. The characteristic of the NV company is that shares are freely tradeable, as compared to the Dutch BV where the shares are privately tradeable and involve a notary deed. The current largest public Dutch company title belongs to the oil industry giant, Royal Dutch Shell.

The Dutch Private Foundations

Dutch: Stichting 

A Dutch foundation is a legal private entity with the sole intent to benefit a certain cause, whether for personal profit, social causes or charity. The process of incorporation is fairly straightforward and ideal for charities, small family businesses, and estate planning. The Dutch Stichting may be used to minimize tax. 

1. STAK Foundation

Dutch: Stichting Administratiekantoor

The Stak Foundation is commonly used for separating the economic ownership and the control of the company by certifying the shares. The certificates may be granted to an heir, while the board of the foundation is in charge of the management of the entity. This results in unique tax planning capabilities

2. Charitable Foundations

Dutch: ideële organisatie 

The Dutch law differentiates between two foundations with specific purposes, the ANBI and the SBBI. The ANBI is commonly used for general purpose charitable foundations and may be granted by the tax authorities to charitable foundations (this may result in significant tax advantages for the ANBI and the donators). The SBBI is a foundation with the purpose of unifying members in a certain goal, such as an orchestra.

3. The Dutch Associations and Cooperatives

Dutch: Vereniging en coöperatie 

Associations are usually established as non-profit entities. Most local sports associations use this type of entity, the members pay a contribution to fund the associations’ collective costs. Cooperatives are characterized as associations which pay directly to the members. A cooperative could be a group of small shops in the same neighborhood making a collective marketing effort.

Notary services

All legal entities established for the purpose of doing business are set up through a Latin notary (notaris). The notary prepares a deed and registers the entity at the Commercial Chamber (KvK). It should be noted that incorporated structures usually pay additional taxes. A notary can assist in making deeds for company incorporations. To change your current company type we recommend to seek the guidance of a professional corporate agent.

Liability of incorporated business forms

All incorporated businesses have a common defining aspect: when you set up a firm as a legal person or entity your private property cannot be seized to cover any debts of the business. In case of negligence, however, you may be considered personally accountable. You need to be fully aware of the responsibilities you are taking on by registering an incorporated entity. If you do not fulfill your tax and administrative obligations, you may be fined by the Tax Office (Belastingdienst).

Taxation of incorporated entities

In the Netherlands businesses having a registered legal entity are subject to different taxes in comparison to unincorporated structure or individuals.

Corporate tax A distinct requirement for all legal form businesses is the payment of corporate tax (venootschapsbelasting) which is a type of income tax levied on profits. In some cases, associations and foundations are not liable for corporate tax. The rate of corporate tax is lower than that of income tax. This is one of the major factors for entrepreneurs to set up incorporated businesses such as private limited companies. The administration, however, is rather complex and yearly costs may be higher. Usually, a significant turnover is necessary to compensate for these expenses. 

Corporate tax rates in the Netherlands  The corporate tax for taxable amounts up to or equal to 200 000 EUR is 19% and 25,8% for amounts higher than 200 000 EUR. 

Tax on dividends Private and public limited companies are liable for dividend tax (or dividendbelasting in Dutch) at a rate of 15% on profits paid to the shareholders. Then the shareholders must pay 25% tax on the received amount.

Yearly financial statements Businesses with legal forms are obliged to prepare and submit yearly financial accounts and reports to the Tax Office and the Chamber of Commerce.

Profits taxation

2024: 19% below €200.000, 25,8% above

Unincorporated business structures (Rechtvorm zonder rechtspersoonlijkheid)

Unincorporated business structures are not required to have a legal form (e.g. notarial deed). The private assets of the owners, however, can be seized to cover outstanding debts of the business. Such businesses can be established at the Commercial Chamber without the participation of a Latin notary.

1. Taxation of unincorporated businesses

Businesses without a legal form need to pay VAT, income tax and payroll tax (if they have employees). Several tax incentives are available. In contrast to incorporated companies, businesses without a legal form do not owe corporate taxes.

2. Liability of unincorporated business owners

The main disadvantage of having a business without a legal form is the lack of distinction between business and private property. If the company has outstanding debts, the debtors can claim the owner’s personal assets. Therefore, in case of bankruptcy of the business, the owner goes personally bankrupt, if he/she does not have sufficient assets to cover the debts. The assets of the owner’s spouse can also be seized, if their marital property is common. In order to avoid this problem, spouses are advised to change their nuptial agreements.

Business structures without legal form

In the Netherlands there are four types of unincorporated business structures:

1. The Dutch Sole Proprietorship

Dutch: Eenmanszaak

The Dutch sole proprietorship is the business form most independent workers choose for. The tax filings for the one-man-company are the same filing as for natural persons. The business’ tax number is the social security number of the owner. If the company has any debts, the owner is personally liable, therefore many entrepreneurs prefer to establish a limited liability company to mitigate the entrepreneurial risk.

2. The Dutch Partnerships

Partnerships have two shareholders, or a group of investors equally liable and responsible for the actions or repercussions carried out by the enterprise. In the Netherlands, there are two categories of these partnerships, private and public. The partners of a general partnership can be jointly held responsible for the full liabilities of the partnership, while severally accountability may apply under normal circumstances regarding the company’s obligations and debts. The limited partnerships in the Netherlands consist of a general partner and a silent one.

The General Partnership (Dutch: Vennootschap onder firma) Private partnerships are when two or more individuals hold the same amount of equity stake in the corporation and therefore are equally liable for the actions, debt, and litigation accrued by the company.

The Professional Partnership (Dutch: Maatschap) The professional partnership includes two or more partners, each of which is responsible for his or her own claims. The professional partnership is suitable for dentists, lawyers, accountants, and other self-employed occupations.

The Limited Partnership (CV) (Dutch: Commanditaire vennootschap) The Dutch CV consists of 2 or more partners. One of the partners assumes the role of the general partner who will manage the company. The general partner is not limited in liability. The other partner(s) is referred to as a ”silent partner”. The silent partner is limited only to his capital contribution. The silent partner may not be involved in the management of the company.

Are you interested in establishing a business in the Netherlands? Our incorporation agents can guide you throughout the whole process!

Private or Public Liability Company (BV vs. NV)

The Netherlands is ranked as one of the most favourable locations for corporate ventures in all of Europe. That being said, while the Netherlands does provide unique advantages for a business to thrive, it is vital to find the right type of company to suit your needs. In this article, we will make a distinction between a private limited liability- and public liability company Netherlands, also known, in Dutch, as BV company and NV company. We will also discuss what is best suited for your individual business.

Private Liability Company (BV)

A private liability company differs from a public liability company in the way that a private company does not have their stock available for public purchase on the stock exchange. However, a private Dutch company is still considered a legal entity separate from its shareholders and has its own identity in the eyes of the law for litigation or taxation purposes. Additionally, private liability companies must also register in the Dutch Trade Register in order to engage in commercial activity.

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Public Liability Company (NV)

There are many steps to forming a public liability company, but with the right guidance, these actions are quick and simple. Furthermore, as a public liability company, a portion of your shares will be available for purchase on the stock exchange. Be diligent how many shares are available on the international stock exchange, as, although rare, some companies have been bought out by random members of the public.

Characteristics of the Dutch NV

The Dutch Trade Register

Both the Dutch BV company and the Dutch NV company need to be registered in the Trade Registry in the Netherlands, registering your business is mandatory for almost all legal business practices. The Dutch Trade Register serves to provide a legal framework that enables a corporation to act as its own entity in terms of liability and taxation. Moreover, the Dutch Trade Register provides an authenticity for companies when dealing with customers and interacting with other businesses. The business register includes the following information:

  • Legal name
  • Address
  • Phone number
  • Fax (if applicable)
  • E-mail contact
  • URL (if applicable)
  • Description of business, including service, product, the number of current employees, branches, etc.
  • A liable correspondent of business

What is best for me?

First, we should make one thing clear: there is no clear answer to the above question. As a business evolves throughout its lifecycle, it’s priorities change, and its benefactors to either public or private may alter. Thankfully, if this occurs, a private company may change its listing to a public listing and start selling on the stock exchange. This exchange is known aptly as ‘going public.’

Nevertheless, private companies are usually suited for companies who would rather gain strategic investors in exchange for greater portions of equity, or those who simply do not meet the 45,000-minimum euro requirement. Moreover, public companies are able to gather large amounts of revenue fairly quickly in exchange for their stock.

If you would like to receive more information on starting a BV company in the Netherlands, please contact our experienced business advisors.

The Netherlands is a country that has always implemented eco-friendly laws and practices, largely due to the environmentally-conscious government. As an effect of the ‘green’ technologies that have been implemented in the country, statistics have shown that The Netherlands has experienced a great surge of financial success.

Our company formation specialists are able to give you more information on how to get your company to go green!

Green Growth vs Carbon Tax

The Organization for the Economic Co-operation and Development (OECD) defines green growth as a set of 6 environmental and economic factors. They are environmental efficiency, raw material efficiency, natural resources, environmental quality, green policy instruments, and economic opportunities.

The latest data presented by Statistics Netherlands showed that there have been significant improvements in these 6 factors from the period of 2000 to 2016.

A global carbon tax has been proposed for many years. Thus increasing the cost of pollution on the enviroment for big corporations. Will this actually lead to more energy concious decisions? Or will the combination of stimulation, and crafty tricks by big corporations mean this is yet another tax that can be avoided. A carbon tax will lead to big corporations ''buying and selling carbon certificates'' to compensate for carbon emissions.

The Carbontax organisation in UK promoted the idea of introducing a carbon tax. A carbon tax will not save our enviroment single-handedly. But it could price-in the enviromental effects and destruction of companies' doing.

Nowadays, big corporations can buy carbon certificates from companies that compensate their carbon impact by renewable or green projects. Which will look good on paper. But in reality, will it change anything?

Will the proceeds of these taxes actually be invested in renewable projects by the governments receiving these taxes? Or might it be used for other internal policies. If actions are taken on the European level, rules might be applied more effectively. And more difficult for corporations to avoid. In this way it is possible to avoid any single nation to have to sacrifice it's own economy or competitiveness.

If only one nation takes action, multinationals in that nation could simply move their headquarters a few hundred kilometers, to the nearest border if this avoids high costs. Or they may negotiate a deal with that country, to get favourable treatment.

Green growth in the Netherlands

The Dutch economy has increased as an effect of the environmentally friendly laws and regulations of the country. The Netherlands is still dependent on fossil fuel as the main energy provider, but through the use of green resources, the country has been able to decrease greenhouse emissions as well as carbon dioxide emissions.

The Green Growth report as issued by Statistics Netherlands also shows that the ecological footprint of the Dutch population is decreasing. This shows that biodiversity in the country is definitely improving.

The Dutch Central bank is expecting the impact on the Dutch economy from Carbon Tax to be relatively modest. And might be used to improve the ecological footprint by using the earnings to stimulate alternative energy needs.

Furthermore, the reports show that the Netherlands is using its raw materials in a cost-effective way because recycling is encouraged in both personal and corporate capacities.

Our company formation agents can answer all your questions about the environmental laws of the Netherlands and the process of establishing a green business in the country. You can also read our article on how to open a company in the Netherlands.

In the recent Global Competitiveness Index, it was published that the Netherlands reached the fourth position on an international level. The index issued by the World Economic Forum showed that the country excelled in education, primary health, infrastructure and business etiquette.

The country has fared well in recent years and managed to retain the same position as last year. It continues to perform well in maintaining a stable profile for competitiveness, as well as in other fields of business. Education and training are still two of the most important fields that the Dutch continue to invest in, and it is due to this that the workforce remains highly qualified. The report also showed that the country ranked 9th in terms of technology, which is growing at a rapid rate in the state.

Read more on the latest Dutch economic developments.

Strong points of the Netherlands

The Dutch are known for their innovative thinking and developments, and this reflects on their business sector as well as their ability to keep up with global trends. One of the strongest aspects of the Netherlands is their transportation infrastructure that is only surpassed by Germany in this regard.

The top ten countries in the Global Competitive Index were as follows: at first position was Switzerland, followed by Singapore, USA, Finland, Germany, Japan, Hong Kong, the Netherlands, the UK, and lastly, Sweden. It was comprised out of 144 countries from all over the world.

If you would like to receive information on opening a company in the Netherlands or the Dutch legislation regarding foreign investors, you can contact us today.

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