Types of companies in Netherlands

Private limited company (Besloten vennootschap or BV)

• The BV is a limited liability company on your own or with other partners through a deed of incorporation with a notary and then the BV is registered in the Commercial Register of the Chamber of Commerce, practically there is no minimum required capital and the source and required capital is determined by the founders and recorded in the deed of incorporation.
• An important feature of a BV is its legal personality, which means that the BV is a completely independent legal entity and an entrepreneur.
• As a director or shareholder in the management you are employed by your BV and you act on its behalf. Besides your salary you can keep profits in the BV this allows you to build your capital within the BV.
• In the event of bankruptcy the BV is liable for the debts. As a director or shareholder, you stay out of harm’s way. This special protection is seen as a huge advantage for the BV.
• BV shares are not accepted on the stock exchange.
• The equity of a private limited company is divided into shares owned by the shareholders who also have ultimate power, but the directors of the company run the business on a day-to-day basis.
• A private limited company may appoint a supervisory board to oversee its board (a two-tier board) or the supervisors may be part of a board of directors (a single-tier board).
• A BV is the most popular form of business chosen not only by Holland entrepreneurs but also by foreign investors and can be opened or operated by a non-resident foreign person.
• A holding company is a legal entity consisting of two separate private companies BVs, one of the BVs is a subsidiary and engages in commercial activities and the other BV is a property without any commercial activity. The combination of the two holding and subsidiary companies results in the holding structure of BVs.
• The holding is a legal entity that only holds assets, such as shares of commercial companies, so the holding company does not bear any responsibility or risks associated with its operations, while the subsidiary company is the one that carries out commercial activities and therefore bears responsibility for its operations, as it is responsible for any debts or claims against it. This keeps the entity holding its assets safe from requirements
• The holding structure is a very safe way to start your business, and also reduces two undesirable factors such as risk and tax as the risk is reduced because you add an extra layer of protection between your business activities and you as an employer and protect the capital of the company and thus the accumulated pension benefits and profits are protected from the risks Business. There are other tax advantages, the most important of which is the so-called exemption for participation. When the owner sells the subsidiary company, profits are allowed to be transferred to the holding company without paying taxes.
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Public limited company (Naamloze vennootschap or NV)

• An NV is a public limited company very similar to a BV, both companies have a board of directors and shareholders and there is some difference between the two limited companies For example, size is usually the main difference NV tends to be a larger company with many directors.
• A NV can issue both registered and bearer shares, while a BV can only issue registered shares.
• It is also possible to accept the shares of the NV in the stock exchange, unlike the BV, which is not accepted.
• The NV is a legal entity with a legal personality, meaning that the members of the board of directors are not in principle responsible for their own assets for any debts.
• The capital of the NV is divided into shares owned by the shareholders, the supreme power rests with these shareholders (absolute power) this means that they have the right to make decisions about the business; they can also appoint and dismiss the board of directors.
• Shares can be resold.
• Managers provide the day-to-day management of the company. A public limited company usually also has a supervisory board that oversees management (a two-tier board), in other cases the supervisors are part of the board (a one-tier board).
• The minimum capital for NV is 45 thousand euros, unlike the BV, which has no minimum start-up capital.
• The General Company Limited NV is very suitable for large companies.

• If you are interested in the benefits of teamwork, for example pooling your own buying and marketing efforts, one option might be to create a legal entity in the form of a “coöperatie”. A member can enter or leave the cooperative without jeopardizing its continued existence.
• You can create a cooperative with one or more partners. You benefit from the benefits of the collective. For example, if one member becomes ill, the other member can take over the work.
• This is different from a business partnership (VOF) or general partnership (Maatschap), where partners and members are not allowed to leave. Control rests with the General Meeting of Members (Algemene Ledenvergadering) or ALV One of the tasks of the ALV is to appoint a board of directors to manage the affairs of the cooperative. The board enters into agreements with and for its members. All members have voting rights.
• You distribute the profit of the cooperative in proportion to the work done by the member of the cooperative; the members make agreements about this themselves. Members can bring money into the co-op through separate member accounts. This member’s share capital is non-tradable, unlike shares in a private limited company (BV).

• Two common forms are a “business cooperative” (bedrijfscoöperatie) and an “entrepreneurs’ cooperative” (ondernemerscoöperatie).

Trade cooperative:

A business cooperative supports the business interests of its members in certain areas, for example purchasing or advertising. A well-known example of a trading cooperative in the Holland is (FrieslandCampina), a large dairy cooperative whose members are dairy farmers who share in the profits of the cooperative.

Entrepreneurs Cooperative:

Entrepreneur cooperative members work independently, but they can also join forces to undertake certain projects. This legal form is ideal for self-employed individuals without their employees (zelfstandige zonder personeel, zzp’er), it enables its members to take on tasks or projects that they would not be able to do on their own. This also has benefits for the client who then has one-to-one contact and greater assurance that the project will be completed on time. The Entrepreneur Cooperative is ideal for small and/or short-term collaborative projects.

• If you are looking to support a social or not-for-profit cause, for example nature conservation, cultural heritage or a charity, one option might be to create a legal entity in the form of a “foundation”, or in Holland (stichting).
• A corporation is a not-for-profit organization. The funds raised by the Foundation consist of donations, loans, grants and legacies. Its primary purpose is to support a social or non-profit cause. It may also be a business, but its profits must be allocated to the cause or purpose of the enterprise.
• The foundation has a board of directors, but there are no members and no shareholders. Therefore, there is no need to hold a general meeting of the members. If you decide to appoint a supervisory board, you must put that into the articles of association. The Board of Directors monitors the Board of Directors.
• The purpose of a foundation may differ from operating as a charitable organization. For example, professional football clubs, broadcasting companies, hospitals, museums, laboratories and health care institutions can be an institution as well.

Association (Vereniging)

• If you want to achieve a particular goal with other like-minded individuals, for example improving a shopping street, participating in a sport or composing music, one option may be to create a legal entity in the form of an association or in Holland “vereniging”.
• An association is an organization whose main objective does not include making a profit. Most associations focus on organizing social activities. If the association is making profits, it must be reinvested in the association. You are not allowed to split profits among members.
• The association has at least two members. The members’ meeting (ledenvergadering) has full power and authority. Each member has the right to vote. The leadership system appoints the committee, which consists (at least) of a chairperson, secretary, and treasurer.
• An association that has no shareholders. All funds are raised through contributions by members, such as donations and fundraising.

There are two main types of associations in the Holland:

• Association with full legal capacity (volledige rechtsbevoegdheid): Have the same rights and duties as any member of the public. For example, they can take out loans and own and inherit registered property. Only associations with full legal capacity are eligible for benefits.
• Association with limited legal capacity (beperkte rechtsbevoegdheid): Both the association and the members are exclusively responsible. You do not need a civil notary to establish an association with limited legal capacity.