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What types of business structures does The Netherlands know?

When setting up a company in the Netherlands, you must choose a legal entity. This legal entity is essential in determining liability for debts, tax liabilities and business operations. In the Netherlands, there are two categories of legal entities: with or without legal personality. In a legal entity with legal personality, you are not liable for debts with your private assets. In a legal form without legal personality, you are liable with your private assets in the event of debts. Which legal entity you choose depends, among other things, on the size of your company, the profit, the number of shares and the purpose of your company.

Legal forms without legal personality

The most commonly chosen legal form in the Netherlands is the 'eenmanszaak'. The 'eenmanszaak' is easy to set up, and in the beginning, there often is quite a significant tax advantage, compared to other legal entities. In the case of debts, in an 'eenmanszaak', you are liable with your private assets. Another legal entity without legal personality is the 'vennootschap onder firma' (VOF). You can choose this entity when you start a business together with others, in which all partners have an input. No minimum capital is required when setting up a 'VOF'. If you want to start a 'VOF' and need a lender, you can opt for a 'commanditaire vennootschap' (CV). In case of an 'CV', a (silent) partner is involved. This partner provides capital and, in this way, has a link with your company. Finally, there is a 'maatschap'. The 'maatschap' is regularly chosen by independent entrepreneurs, who work together with partners under one name. We often see this with dentists, lawyers and doctors.

Legal forms with legal personality

In a 'besloten vennootschap' (BV) the capital is divided into shares. These shares are owned by shareholders, with executives providing the day-to-day management of the company. In small 'besloten vennootschap' companies, the executive is often the sole shareholder. In that case, we speak of a 'directeur-grootaandeelhouder' (director-major shareholder), abbreviated as DGA. The transfer of shares in a BV can only take place through a notary. Another legal form is the 'naamloze vennootschap' (NV). Here the capital is divided into registered and freely tradable shares. These freely tradable shares do not have to be transferred through a notary.

In a 'coöperatie', you as an individual entrepreneur are part of a collective. You are independent, but in certain situations, you can work together or transfer work to other members. Finally, there are the 'vereniging' and the 'stichting'. A 'vereniging' is suitable if you collaborate or meet with others, for example, in an entrepreneurial association. A 'vereniging' has at least two members, and decisions are taken at the members meeting. It is often decided to set up a 'stichting' if you have a social goal in mind, like setting up a charity.

Let us guide you

Choosing a Dutch legal entity can be complicated. The legal entity you have chosen can have a vital influence on business operations and the payment of taxes. Locating your business abroad presents many challenges. Q-Business Support is specialised in supporting and advising companies during the whole process. From language and cultural differences to different laws and regulations: Q-Business Support can assist and advise you in setting up your operations in The Netherlands. Its highly specialized team delivers tailored solutions in corporate services, accounting, financial reporting and compliance. The multilingual and highly skilled professionals at Q-Business Support will support you through all the stages of the implementation of your business in the country.

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