The legal form of Dutch companies

Date:2020-12-07 19:33

Could you have your own company for just one cent? Let’s get to know company structures before you have a start-up!

The legal form of Dutch companies (Rechtsvormen)

There are two common legal forms of companies in the Netherlands

  • Unincorporated organisation (rechtsvormen zonder rechtspersoonlijkheid) does not need to be notarized, which means your personal wealth and yourself are not protected and liable for the company, The companies of this form can register at KvK and do not need to be notarized. 

  • Corporate organisation (rechtsvormen met rechtspersoonlijkheid) needs notarization of contracts and clauses. This form is known as corporate entity too. The personal possessions of company owner are under protection against any potential debt.

The structure of an unincorporated organization:

  • Sole proprietorship (eenmanzaak)

Eenmaanzaak is one of the most soiught after structures in freelancers (ZZP). There is more information available with this link:>>>>>>>>>>>>>>网址

  • Kommanditgesellschaft (commanditaire vennootschap or CV)

There are two business partners in a CV structured company, one in charge of daily operation, the other for back office support. This is a good option for those lacking available capital and in need of financial support. 

  • General partnership (vennootschap onder firma or VOF)

VOF usually consists of two or more partners, each contributing to the company, at the aspects of labor, capital, reputation or just technical support. VOF has a shared responsibility since that if one business partner makes a mistake leading to debt, you are liable for the debt too.

  • Professional cooperative partnership (Maatschap)

If you are a hairdresser, dentist, lawyer or an architect, maatschap is your go-to structure. Professional partnership is form of cooperation instead of expanding business lines. Maatschap can include multiple business partners and each of them is responsible for their own business, while sharing common interest. Maastchap indicates a consensus or a promise amongst members. 

The structure of a corporate organization: 

  • Private limited liability company (Besloten vennostschap-BV)

One of the most common form. The shareholders of BV companies have their right of decision making, but daily operation is under the decision of board. If you have applied for a BV company, you can be both a shareholder and a director on board. In this case, you can be seen an employee too. Since October 2012, you can have 1 cent of capital to apply for a BV and do not need to have bank statement or auditing. Before 2012, however, you had to have at least 18,000 euros to have a BV. 

  • Public limited liability company (Naamloze vennootschap-NV)

The biggest difference between NV and BV is that NV can be traded on stock markets. For this reason alone, NV demands the owner to have a start-up of 45, 000 euros. If  a BV company goes on stock market, it can become a NV company.

  • Foundation (Stichting)

Foundation is commonly used by social, cultural or non-profit organizations. Their purpose is not for making profits. They can be founded by individuals or a group of people. The contracts need to be notarized and registered at KvK.

  • Club (vereniging)

Clubs are usually non-profit entities and commonly adopted by sports clubs. The members donate money for group activities. Each club consists of members, committees and finance. Clubs can also hire employees but employees do not have to have a role in the committees. 

  • Corporate (cooperatie)

Corporates are mainly used for agricultural departments and some banks and insurance companies, including freelancers and studios. All participants in a corporate are members, and the minimum is two. Members can operate independently or cooperatively. The management is usually done by members’ assembly or designated board. 

The tax rate for Dutch companies

It differs amongst different forms. But in general, as long as it is a corporate organization, firm tax (vennotschapbelasting) or income tax is charged. In some cases, foundations and clubs do not need to pay firm tax.

Moreover, BV and NV need to pay for dividend tax up to 15% of the capital gain of shareholders, and shareholders need to pay for 25% of tax on their dividend too.

The most popular structure is eenmanszaak. 插入公司法律形式的走势图!

Recommended Articles
Want to discuss more about your career?
Schedule an consultation with us now!
Career Consultation
Searching for career opportunities?
Our 1-on-1 full care service can help you
Premium Package