The Netherlands

Comparison of the most common legal entities in the Netherlands

	Public Limited Company (“NV”)	Private Limited Company (“BV”)	A Partnership (VOF)	Dutch branch of a foreign entity
Minimum authorized capital	EUR 45,000.	No minimum capital is required. The founders will determine the issued capital (at least one share) and required paid-up capital. The issued capital and paid up capital will be laid down in the articles of association. Companies with multiple shareholders can issue different types of shares to vary the voting rights of shareholders and to vary their dividend rights. There must at least be one share with one voting right.	n/a	n/a
Founders/Members	at least one shareholder	at least one shareholder	two or more persons that own the business	Legal person (foreign or local)
Status	Legal entity	Legal entity	Legal entity	Not a separate legal entity
Liability	The liability of shareholders is limited to the amount invested. The management board may be liable towards the BV for mismanagement. A specific managing director may be liable for failure to carry out the duties specifically assigned to the director.	The BV is a legal person. In principle creditors can only make claims on the assets of the BV and not on the assets of the director(s) or shareholder(s). The liability of shareholders is limited to the amount invested.	In this structure, the business owners are jointly and severally liable for the company's activities, including debts.	The parent business therefore always bears ultimate legal liability for the branch
Legal Address	It is necessary to indicate the legal address of the company. For your convenience we offer domiciliation services for you.
Management body	The NV type of company in Netherlands must have at least one shareholder, a supervision board plus a managing board.	The management of the Dutch limited liability company is conducted by a board of managing directors (minimal 1 director). The company's shareholders appoint the directors for an unlimited period of time. The management board is responsible with the most important decisions regarding the company. When the Dutch BV company has more than 50 employees, the law provides that appointing a supervisory board is mandatory.	No specific management requirements but at least one manager should be appointed.	It can not act by itself and has no board of directors. However, at least one representative is required.

Business application form

Name: *

Phone:

Email: *

Country: *

Company name:

Stage of Business: *

Legal status: *

(recent or proposed)

Comments/Request: *

How to incorporate in the Netherlands?

Establishment of new company in the Netherlands can be described in the the following picture. The process might be more complicated depending on the type of Company, of activities (for example, for licensed or otherwise regulated activities) as well as in situations where the share capital is paid by in-kind contributions or it is decided to contribute later.

Formation process in the Netherlands