An important question is whether to choose a legal form with or without legal personality. If you choose a legal form without legal personality, you are liable for your company’s debts with your private assets. This is usually not the case with a legal form with legal personality.
Under Dutch law, the most common legal forms with legal personality are:
The capital is divided into shares, which are held by the shareholders. These shareholders have the ultimate say in a BV. This legal form is usually used by international companies doing business in the Netherlands.
As in a BV, the capital is divided into shares. An important difference with this legal form is that a public limited company not only has registered shares, but also shares that can be freely traded on the stock exchange (in contrast to a private limited company, which only has registered shares that can be transferred via the civil-law notary).
A cooperative is an association for the benefit of independent entrepreneurs. The members of a cooperative enter into agreements with each other. As an individual entrepreneur this legal form gives you the benefits of a collective. A cooperative is often chosen when an entrepreneur cannot, or cannot easily, achieve a certain goal alone, but can do so together with others.
Under Dutch law, the most common legal forms without legal personality are:
Setting up a Dutch ‘eenmanszaak’ (sole trader or sole proprietor) is easy. No starting capital is required and you can register for free with KVK, the Dutch Chamber of Commerce. As a sole trader you pay income tax, but there are quite a few incentives you can make use of to reduce your net profit (taxable income). Examples of these are private business ownership allowance (‘zelfstandigenaftrek’), tax relief for new companies (startersaftrek), and working partner’s abatement (‘meewerkaftrek’). The company is fully owned by you.
A general partnership (VOF) is ideal if you want to set up a company with several partners. Every partner contributes something to the business. This can be capital, labour or assets. A minimum starting capital is not required.
A limited partnership (CV) is a variation on a general partnership (VOF). Do you have insufficient capital to start a business? If so, this legal form is an interesting option. A limited partner can contribute the required capital, while the managing partners are in charge of the daily management.
Impuls Zeeland has an extensive network of consultants and will be happy to introduce you to the right specialists who can guide you through the process and advise you on legal issues.