Types of Dutch Business Structure
Find out about the various types of legal business structure available in the Netherlands...
Sole Trader (Individual Business Owner)
A sole trader (Eenmanszaak) is the only owner of a business, though there may be employees. Income tax is paid on profits made. Sole traders can be personally liable for business obligations, as can their spouse. This kind of sole proprietorship is also referred to as ZZP (zelfstandig zonder personeel - 'self-employed without staff'). Although the ZZP form is not a legal entity, the term is commonly used.
- Doing Business in the Netherlands is an English-language site operated by the Dutch government. They publish more information on self-employment in the Netherlands
Partnerships are generally created between certain professionals, such as attorneys and GPs. For tax purposes the partners are considered self-employed entrepreneurs (ZZPers). Partners are liable for business (financial) obligations individually and spouses can also be liable, though a marriage contract can limit liability.
General Partnership (Vennootschap Onder Firma, VOF)
A general partnership is a business run by more than one person. Partnership agreements will determine contributions, liability and entitlement. For tax purposes, each partner is usually considered a self-employed entrepreneur, and income tax is payable on profits. All partners (and their spouses) are jointly, personally liable for business debts and obligations, though a marriage contract can protect spousal assets.
Limited Partnership (Commanditaire Vennootschap, CV)
A limited partnership is a business run by more than one person. It has two kinds of partners: active and limited. The limited partner tends to be the financial backer for the company, and often enters into a partnership with a sole trader who needs financial backing. The limited partner tends to allow the active partner to make the day-to-day decisions and is only at legally at risk of losing their financial investment if they are not involved in managing the company in any way. Limited partners are not required to register with the Trade Register.
Active partners are liable to third parties and personal assets (including those of a spouse) are not protected from creditors (though a marriage contract can protect spousal assets). It is highly recommended to enter into a partnership agreement when becoming a partner, in order to clarify the duration of the partnership, contribution expectations, profit split, among other things.
For tax purposes, an active partner is usually considered to be a self-employed entrepreneur and is required to pay income tax on their share of profits. A limited partner who has only provided financial backing for the company is not considered a self-employed entrepreneur, and instead has joint entitlement.
Private Limited Liability Company (Besloten Vennootschap, BV)
A BV is a private limited liability company and is considered to be a legal entity, which limits the risks to the owner(s). Shareholders are only liable for their own capital contribution. To start a private company (BV), at least €18,000 in paid-in capital (not necessarily cash) is required. Shares are allocated based on the capital, and for tax purposes, any person owning more than five percent of shares has a "substantial interest" in the company and is liable for taxes on capital gains or dividends paid. It is necessary for owners to obtain a background check for fraud or bankruptcy from the Ministry of Justice. BVs are often considered to be the best way for a foreign company to establish a subsidiary in the Netherlands.
Company information and proof of incorporation in a foreign country (if applicable) must be filed annually with the Chamber of Commerce (Kamer van Koophandel, KvK).
Note: Directors of companies registered outside of the Netherlands are legally liable for the actions of the company until all legal requirements are completed.
Before starting, search through the Chamber of Commerce Trade Registry to verify that the chosen business name is unique and appropriate. All BV company names must begin or end with "BV" For example: Acme Anvils BV.
Public Limited Liability Corporation (Naamloze Vennootschap, NV)
May be a subsidiary of a foreign company. An NV is owned by shareholders and shares may be traded on the public stock market, though shares are not held in any private person's name. Therefore owners may choose to remain unidentified. NVs may only be formed if it has at least €45,000 in paid-in capital. It is not a common type of business structure.
A company incorporated in a foreign country may engage in business in the Netherlands through a branch office. Easier to establish than a subsidiary, a branch, unlike a subsidiary, is not considered a separate legal entity, so the associated foreign head office is liable for branch obligations.
Operating a branch does not require government approval, but the branch and the branch manager must register with the local Chamber of Commerce Trade Register. The foreign company must also provide the Chamber of Commerce with:
- The articles of incorporation (in Dutch, French, German or English) as well as bylaws
- The annual report, including accounting details, as governed by the laws of the country of incorporation (may be in Dutch, French, German or English)
- An extract from the trade register or document of registration in the country of incorporation, not more than one month old
- Information regarding the registered office, the law under which the company is incorporated and (to be submitted annually) a report on the share capital IF the company is incorporated outside of the EU/EEA.
Most often the structure used by non-profit organisations, a foundation is considered a legal entity with no members, and is allowed to make some money although this is usually used to cover costs. Any profits are subject to corporate tax and possibly turnover tax. Managers are generally not personally liable for foundation obligations, though it is sometimes possible.
A non-profit organisation with a goal that has voting members who are generally each allocated one vote. Associations may earn money, but the money must be used for the association goal and may not be distributed to members. Profits are liable to taxation. There are two ways to organise an association:
- Establish the Deed of Association without the use of a notary and optionally sign-up with the Chamber of Commerce Trade Register. This will result in an association with limited legal rights.
- Establish the Deed of Association with the use of a notary and register with the Chamber of Commerce Trade Register. This will result in an association with legal rights .
An association that may pay dividends to members.