Legal forms
An important question is whether to select a legal form with or without legal personality. If you choose a legal form without legal personality, you are personally liable for your company’s debts with your private assets. This is usually not the case if you choose a legal form with a 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 most common among international companies doing business in the Netherlands.
As with a BV, the capital is divided into shares. An important difference with this legal form is that a public limited company has not only 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 a 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. This legal form offers individual entrepreneurs the benefits of a collective. Entrepreneurs often opt for a cooperative if they need help achieving a certain goal, and would be better able to 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. You don’t need any starting capital, and can register for free with KVK, the Dutch Chamber of Commerce. As a sole trader you pay income tax, but there are several deductions you can use to reduce your net profit (taxable income). Examples include self-employment allowance (‘zelfstandigenaftrek’), tax relief for new companies (‘startersaftrek’), and the working partner’s deduction (‘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: capital, labour or assets. A minimum starting capital is not required.
A limited partnership (CV) is a variation on a general partnership (VOF). If you have insufficient capital to start a business, this legal form might be an interesting option. A limited or silent 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 matters.
