ACCESS NL > Dual careers in the Netherlands > Starting a business in the Netherlands > Dutch legal business structures > Can I change the legal form of my company?
Dutch legal business structures
What issues should I consider in order to set up and develop a business?
Once you fulfil the conditions for residence it is good to get acquainted with the legal requirements for setting up a business in the Netherlands.
Informing yourself about the Dutch economy, business climate, regulations and practices in which you want set up your business is important. So is market research, for orientation about your future place in the complex business mosaic.
Then you need to develop a business plan and prepare for fulfilling the administrative prerequisites to make your business idea a reality.
A business plan is a requirement for non-EU/EEA/Swiss nationals. Even when legally not required, it helps you to identify areas of strengths and weaknesses. Banks require a business plan for granting loans.
You will need to consider issues such as checking if you require specific professional qualification, selecting a legal form for your business, choosing a trade name, taxation and insurance, employment laws and registering at the Chamber of Commerce.
There are institutions and organisations that provide useful information for your market research:
The CPB Netherlands Bureau for Economic Policy Analysis regularly reports about the Dutch economy and provides forecasts. Only a limited number of publications is also available in English. Most publications are only in Dutch.
Half-yearly Economic Developments and Outlook is published by the Dutch central bank DNB:
If you prefer , there are also many business consultants and market research firms that can help you during this phase.
What are the fundamental requirements that I will need to comply with in starting a business?
The Chamber of Commerce (KVK) has created a guide in English to help you starting your own business. Below we have summarised the most relevant information. https://www.kvk.nl/english/starting-a-business-in-the-netherlands/
The goverment has an English website, providing answers to the many questions related to starting a business in the Netherlands.
The Citizen Service Number
You need to have a Citizen Service Number (BSN) issued by the municipality in which you reside. The BSN is used by all public organisations in your dealings with them.
Business plan
Providing a business plan is one of the prescribed criteria for entrepreneurs who are not EU, EEA and Swiss nationals and wish to begin their own business in The Netherlands.
Company Name
Choosing a good company name for your company is very important but not easy. A few tips:
- Your business name should fit you and your company, now, but also in the future.
- It is best if the company name is short, to the point, easy to remember and to search on the internet.
- Make sure that your company name is unique and does not already exist as brand or domain name. Check in the Commericial Register. You search for existing names/brands under “Handelsnaam”.
- Be alert to cultural sensitivity and inappropriate or silly words in Dutch. Think about how the name sounds in English and other languages should you ever consider taking your business abroad.
Find out more about how to choose a business name on the KvK’s website:
Legal Form
Entrepreneurs in the Netherlands have to choose a legal form for their business. That applies also to self-employed professionals and freelancers. The choice will determine, for example, liability and tax obligations.
Types of legal forms
There are legal forms with and without corporate (legal) personality. An important difference is that forms without corporate (legal) personality involve debt liability for both the company assets and your private assets. For legal entities liability is tied solely to company assets. Visit the question different types of legal forms to get more detailed information on this topic.
How can I choose the legal form or business structure for my company?
In order to make a decision on which legal form your company will take you will have to consider issues such as:
- Will you be the only owner of the company?
- Will you work with partners?
- Will the company have stakeholders or financial partners?
Business with partners (unincorporated business structure)
If you want to start a business with other self-employed individuals there are three options:
- General partnership (VOF)
- Limited partnership (CV)
- Professional partnership (Maatschap)
General Partnership (VOF) and Professional partnership (Maatschap) will be merged into one entity called “partnership “.
More information about this change is available on https://business.gov.nl/amendment/difference-professional-partnership-general-partnership/ It is not yet known when this change will come into force as both the House of Representatives (Tweede Kamer) and Senate (Eerste Kamer) still need to approve the proposed change.
For more detailed information about several entities, have a look at the government website for entrepreneurs.
Incorporated business structures
Incorporated business structures are legal entities because they require a legal form in the shape of notarial deed. There are five different types:
- Private limited company (BV)
- Public limited company (NV)
- Association (Vereniging)
- Cooperative(Coöperatie)
- Foundation (Stichting)
For more detailed information about several entities, have a look at the government website for entrepreneurs.
Sole proprietorship
A Dutch eenmanszaak (sole proprietorship) is a legal structure in which you alone are responsible and liable for the company. Many starting entrepreneurs choose the eenmanszaak as their legal structure. You can find more information about this legal structure on the website of the government .
Are there any entities that can give support for starting a business?
There are many forms of support in The Netherlands for starters in business – from official state organs and bodies, public and private institutions and organisations to various business networks.
For accurate and up to date information we suggest to first contact the proper governmental authorities and the Chamber of Commerce. They provide information and counsel on all aspects of setting up a business. You can also always go to the business desk in the town hall of the larger Dutch cities.
The most relevant basic information can be found on their websites:
The Chamber of Commerce (KvK) has an English language section on its website which provides comprehensive information about setting up and developing a business in the Netherlands. You can also take advantage of the KvK’s Advice Team to speak with a free advisor.
The Netherlands Enterprise Agency (RVO) helps start-ups with grants, finding business partners, know-how and compliance with laws and regulations.
The Startup Officers Network comprises officers who work for ministries, large municipalities, provinces and other government organisations and who serve as points of access for start-ups who want to cooperate with the government.
For information on the Dutch government supports for innovating and ambitious businesses see:
www.government.nl/topics/enterprise-and-innovation/the-government-supports-entrepreneurs
www.government.nl/topics/enterprise-and-innovation/supporting-ambitious-entrepreneurs-and-startups
Can I change the legal form of my company?
Yes, you can change the legal form of your company although this has fiscal and administrative consequences. The change needs to be reported to the tax authorities and the Chamber of Commerce (KvK) and may entail application for new municipal license.
You can find the forms related to this topic on the KvK’s website.
How do I terminate/dissolve my company?
For various reasons the time may come, or you may decide to stop with your business. You may wish to close down or sell, or find yourself facing bankruptcy. It is also good to know what happens in case of your death, or succession within the family.
You have to settle your debts, follow the rules on dismissal if you have employees and you will have to file a final tax return.
- Debtors can be granted a six month statutory grace period for paying back their debt. This has to be done by the court. Keep in mind that the court doesn’t always grant this. During that time creditors cannot claim any money or confiscate any goods. If you cannot to pay your debts any more and you have an Eenmanszaak or are partner in a partnership , you are personally liable for your business’s debts. You can appeal to your municipality for debt restructuring. If this fails you can appeal to a court for debt restructuring. For more information: business.gov.nl/regulation/debt-restructuring/
- If you have employees you are expected to follow dismissal procedures. There are various dismissal procedures that you should familiarize yourself with.
- Finally, you will have to file a final tax return. Settling your tax obligations may vary depending on how/why the business is being terminated, whether it is closing down, being sold, or whether it is an issue of family succession or death or divorce.
Closing down
You have to report the end of your business to the Chamber of Commerce (KvK) which will pass on the information to the Belastingdienst (tax office). They will send you a written confirmation. In case you do not receive it, you need to inform them yourself. For more detailed information about closing your business check the website of the KvK.
You must also:
- close the accounts of your discontinued business
- file the annual reports and accounts up to and including the cessation date as soon as possible
- make a final calculation and submit a final VAT return
You need to send in final tax returns for all relevant taxes, such as income tax, VAT or any other type of tax. If you have built up a retirement reserve, you need to settle that with your income tax. If you withdraw goods from your business for private use, you must pay VAT on these goods.
Selling your business
If you transfer your business (or a part of your business), you must calculate the discontinuation profit (stakingswinst) and pay income tax on that amount. As well as being relevant for income tax, wage tax and VAT purposes, selling your business may also have capital gains tax consequences or affect social insurance benefits.
For further details visit the Dutch government website:
What are the steps to start my own business in the Netherlands?
Registration with the Dutch Chamber of Commerce (KvK Kamer van Koophandel)
Before you are allowed to start your business operations you must register your enterprise in the Dutch Trade Register at the Chambers of Commerce (KvK). Registrations in the Trade Register are public.
All entrepreneurs are required to register with the Chamber of Commerce (KvK). You qualify as an entrepreneur if you supply goods or services independently with the intention to make profit. More of the information about the requirements from the the Chamber of Commerce (KvK) to register as an entrepreneur are available on the website of the government.
Self-employed without personnel (ZZP) and freelancers also have to register if their business satisfies the criteria for an enterprise. If unsure about whether you need to register your business contact the KvK.
You need to choose the legal form of your business before registering it at the KvK. A checklist of what you need to do when starting your own business is available on https://business.gov.nl/starting-your-business/checklists-for-starting-a-business/how-to-start-a-business-in-the-netherlands-a-checklist/
You should register with the Chamber of Commerce:
- No later than one week after starting your business; OR
- One week prior to starting your business; OR
- Earlier, in which case, the registration (with Chamber of Commerce registration number) will become official one week before the start of your business.
There is a registration fee that cannot be paid in cash.
Licences and Permits
Most businesses operate without permits or licenses, but for some, like the catering business, transport, or a taxi firm, a license is needed. If your products or business operations affect the environment an environmental permit may be required.
Permits and licenses are usually issued by the municipality or the provincial authorities.
Regulated professions and professional competence requirements
A diploma or permit is usually not needed for starting a business in The Netherlands. There are, however so called regulated professions and professions subjected to professional competence requirements.
A regulated profession is one you can practice only if you meet the professional qualifications established by law..
Professional competence requirements apply to professions, such as: personnel in healthcare and child care, architects and town planners, financial service providers, bailiffs, bus and lorry drivers, driving instructors, crew of seagoing vessels, security guards and other.
European agreements on mutual recognition of diplomas enable access to regulated professions in member states.
You can have your foreign credentials evaluated by IDW (International Credential Evaluation)
Memberships
For some businesses/professions it is advisable to register at, or become member of an umbrella organisation. For example, tourism.
A tour operator will find it hard to attract customers without registration at the General Dutch Association of Travel Agencies, (ANVR), which prescribes travel and booking terms conditions, or membership of the Travel Guarantee Fund Foundation (SGR) which guarantees repayment in case of default of the tour operator. Over the years both memberships have become almost a necessity.
