Dutch legal business structures
What issues should I consider in order to set up and develop a business?
What are the fundamental requirements that I will need to comply with in starting a business?
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?
There are two legal forms or business structures: legal form without corporate personality and legal form with corporate personality: Legal forms without corporate (legal) personality or unincorporated business structures (Rechtvormen zonder rechtspersoonlijkheid)
Sole proprietor or sole trader (Eenmanszaak)
Most people decide to set up an Eenmanszaak, literally one-man-business, when starting their own enterprise. It’s quick and easy to do, and often offers more tax benefits than setting up a private limited company (BV), especially in the early years. The downside is that you are personally liable for your business debts and that you cannot have shareholders under this legal form.
In an Eenmanszaak (one-man business) you will be the fully independent founder and owner. More than one person may work in a one-man business, but there can only be one owner. A one-man business can also employ staff. The Dutch term ‘Eenmanszaak‘ only refers to the legal form and has nothing to do with the number of people employed by your business.
All you need to do is register with the Dutch Chamber of Commerce (KvK). You will be listed in the Commercial Register (Handelsregister).
You can set up only one Eenmanszaak but you can operate under various trade names, perform different commercial activities and work from multiple premises.
As the owner of an Eenmanszaak you are responsible for everything concerning your enterprise; for every legal act and all its assets and liabilities. No distinction is made between private and business property so creditors are entitled to recovery from your business and personal assets.
You will have to pay taxes on your profits and to pay social insurance contributions (volkverzekeringen). You will be entitled to an AOW pension.
Business with partners
If you are looking 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.
In a General partnership (VOF) you and your partner(s) are associates or members of the general partnership. Partners are classed as self-employed entrepreneurs. This is one of the most used legal forms and it works very similarly as the Eenmanszaak. See below the general guidelines:
- Each partner contributes something to the business: capital, goods, efforts (work) and/or goodwill. No minimum start-up capital is required
- A partnership contract is not a statutory requirement for the formation of a general partnership, but it is advisable
- An important characteristic –joint and separate liability of the partners. Each partner can be held fully liable – including private property – if the general partnership fails to meet its obligations. Creditors may seek recovery from your business property and your private property and the property of the other partner(s). Restrictions agreed upon have to be officially registered in order to gain legal effectiveness towards third parties
- Each partner will pay his own income tax on his profit share
A Limited partnership (CV) is a special type of general partnership (VOF). The difference is that the CV has two types of business partners: general, who are running the business, and limited or sleeping partners who are only financially involved usually as investors; they cannot act on behalf of the partnership. The name of a limited partner cannot be used in the trade name of the limited partnership.
- General partners can be held fully liable if the partnership fails to meet its obligations. A limited partner can only be held liable for the maximum sum contributed to the partnership.
A Professional partnership (Maatschap) is a form of cooperation established by professionals such as doctors, dentists, lawyers, accountants, physiotherapists etc., in order to share the income earned and the expenses. The partners are referred to as ‘maten’ instead of ‘partners’. Each ‘maat’ contributes personal efforts, capital and/or assets.
- Each partner can enter into a contract, thus binding the partnership: all partners. Each partner can be held liable for an equal part. If a partner acts beyond his authorization, the other partners will in principle not be held liable; the partner in question is the only partner that has bound himself
- Creditors having a claim on the partnership can only seek recovery for equal parts from the individual partners
- Each partner pays income tax on his profit share
Legal forms with corporate (legal) personality or incorporated business structures (Rechtvormen met rechtspersoonlijkheid)
Incorporated business structures are also known as 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)
- Foundation (Stichting)
The Private Limited Company (BV) is the most common legal form under this business structure. It is seen as the entrepreneur, while the person appointed director merely acts on behalf of the BV and cannot be held personally liable (with some exceptions) for his acts. This is. A private limited company can be incorporated by one person – a sole shareholder BV – or by more persons. The capital of a BV is divided in shares.
- There are a number of requirements for the incorporation of a BV which takes place through a notarial deed. The deed should include the articles of association of the company
- The shareholder’s liability is limited to the total sum of his participation. Since the BV is a legal person, having its own independent rights and obligations, the persons involved – directors and supervisors – cannot be held liable for the debt of the company. The company’s creditors cannot seek recovery from the private assets of these officers. A company director or officer may be held liable as a private person if he has acted negligently or culpably
- The BV pays corporation tax, also referred to as company income tax, on the profits earned