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A law firm for startups helps founders set up their company, contracts and IP from the start. Most Dutch startups use a private limited company (besloten vennootschap, BV), which is incorporated by notarial deed (Article 2:175(2) Dutch Civil Code). Until the BV’s registration in the Commercial Register has been filed, its directors are jointly and severally liable for acts that bind it (Article 2:180(2)).
Founders usually need legal advice at the same moments: when they agree with co-founders and investors, when they sign the first customer and supplier contracts, when developers, designers or other staff start working for them, and when a dispute arises. This page explains the main points under Dutch law.
MAAK Advocaten advises startups, entrepreneurs and foreign businesses on Dutch corporate law and contract law, and acts for them in litigation.
Which legal services do entrepreneurs need?
The legal work for a startup usually covers:
- Incorporation: choosing a legal form and drafting the articles of association, which must state the company’s name, registered seat and objects; the seat must be in the Netherlands (Article 2:177 DCC).
- Founders and investors: a shareholders’ agreement on decision-making, vesting, leaver arrangements and exit. Issuing and transferring BV shares requires a deed executed before a civil-law notary based in the Netherlands (Article 2:196(1) DCC).
- Commercial contracts: general terms and conditions, customer, supplier and partnership agreements.
- Intellectual property: making sure the company owns its code, designs and brand.
- Disputes: claims by or against customers, suppliers, co-founders or investors.
A lawyer and a notary often work together on these steps: the notary executes the deeds, the lawyer drafts and negotiates the agreements around them.
Under Dutch law, a contract is formed by an offer and its acceptance (Article 6:217 DCC), and statements can be made in any form unless the law provides otherwise (Article 3:37(1) DCC). An email exchange can therefore already bind you. There are exceptions that matter for startups: the BV is incorporated by notarial deed, its shares are transferred by notarial deed, and an agreement to transfer copyright or to grant an exclusive copyright licence must be concluded in writing (Article 2(3) Dutch Copyright Act).
If you start or expand a business in the Netherlands, it helps to arrange these points before you sign the first contracts. That is usually cheaper than solving a dispute afterwards.
How is a Dutch startup legally represented?
A BV acts through its board. The board represents the company, and so does each director individually. The articles of association can provide that a director may only represent the company together with one or more others (Article 2:240(1) and (2) DCC). The power of representation is unlimited and unconditional, as far as the law does not provide otherwise (Article 2:240(3)). Internal arrangements, such as investor consent for large contracts, therefore do not in principle limit a director’s power to bind the company towards third parties.
Founders sometimes sign contracts on behalf of the BV before it has been incorporated. They are then jointly and severally bound until the BV, after incorporation, ratifies the contract, unless expressly agreed otherwise (Article 2:203(1) and (2) DCC).
What does a startup law firm advise on?
A startup law firm advises on company law (incorporation, articles of association, shareholders’ agreements and investment rounds), on commercial contracts, on intellectual property and on disputes. It also helps foreign founders who set up a Dutch company or a Dutch branch.
Data protection and sector-specific rules often play a role as well; see below.
Before you sign a contract, check in particular who owns the intellectual property created under it, how and when it can be terminated, which law applies, which court or arbitral tribunal decides disputes, and whether liability is limited.
How do you negotiate a startup contract?
When it comes to negotiating startup contracts in Holland, having the expertise of a Dutch legal expert is essential. A good lawyer can provide invaluable advice and guidance on how best to approach such agreements from both sides.
Here are three key pieces of advice for entrepreneurs when negotiating with potential partners:
- Know when you are bound – Under Dutch law, a contract is formed by offer and acceptance (Article 6:217 DCC), often without any formal requirement. If a term sheet or draft is not meant to be binding yet, say so expressly.
- Research potential partners – Before signing any agreement, thoroughly research all parties involved in order to ensure that their business practices align with your own standards and objectives. Having a detailed knowledge of other companies’ finances, operations, and reputations can give you the upper hand when making decisions about who you do business with.
- Get professional Dutch law advice – Even if you have done extensive research into Dutch commercial laws, it is still wise to seek professional Dutch law advice before entering into any type of agreement or contract negotiation. An experienced attorney can provide valuable insight into the terms being proposed by potential partners and make sure that your interests are protected throughout the process.
Also agree which law governs the contract and which court or arbitral tribunal decides disputes. Between businesses that are not both established in the Netherlands, the Dutch rules on general terms and conditions (Articles 6:231-6:247 DCC) do not apply, whatever law governs the contract (Article 6:247(2) DCC). What counts is the principal place of business or, if another branch is to perform the contract, that branch (Article 6:247(3)). If Dutch law applies, a contract term still does not apply to the extent that this would be unacceptable by standards of reasonableness and fairness (Article 6:248(2) DCC).
How do you protect your intellectual property?
Intellectual property (IP) is often a startup’s most valuable asset. Who owns it depends on the type of right and on who created the work.
Copyright belongs to the maker of the work (Article 1 Dutch Copyright Act (Auteurswet)); the Act does not require registration. If an employee’s work consists of creating certain works, the employer is regarded as the maker of those works, unless the parties agreed otherwise (Article 7). That rule does not cover freelancers or co-founders who are not employed. Unless the company is regarded as the maker on another ground (Article 6: a work made to its design and under its direction and supervision; Article 8: a work it publishes as its own without naming a natural person as maker), it must acquire their copyright by transfer: the agreement must be in writing, and the transfer itself requires a deed (Article 2(3)).
When it comes to protecting your company’s intellectual property, there can be no compromises; it’s important to seek out experienced Dutch startup attorneys who understand the complexities of IP laws in the country. Here are some tips on finding quality Dutch legal services for startups:
- Check their credentials and make sure they have extensive experience working with similar businesses or clients.
- Ask about any specialised areas such as patents or copyright infringement cases they may have handled before.
- Make sure they have good references from other companies so you know what type of service you’re getting.
There are also measures you can take yourself. Register your brand as a trademark: in the Benelux, the exclusive right to a trademark is acquired by registration (Article 2.2 Benelux Convention on Intellectual Property), and without a registration you cannot in principle claim protection for a sign as a trademark, except for a well-known mark (Article 2.19(1)). Benelux trademarks are registered with the Benelux Office for Intellectual Property (BOIP). In addition, keep records of what employees and freelancers create, use non-disclosure agreements with external parties, and monitor possible infringements.
The next section covers the main obligations of a company once it has been set up.
Which obligations does a Dutch company have?
Once a business is established in the Netherlands, it has certain obligations that must be fulfilled. These responsibilities are mainly determined by Dutch corporate statutes and regulations from other authoritative bodies.
For a BV, the main statutory obligations include:
- Registration: the directors must have the BV registered in the Commercial Register (handelsregister) and file a certified copy of the deed of incorporation (Article 2:180(1) DCC). Businesses established in the Netherlands are registered as well, including those of sole traders (Article 5 Commercial Register Act 2007).
- Shareholders’ register: the board keeps a register with the names and addresses of all shareholders (Article 2:194(1) DCC).
- Annual accounts: the company must publish its annual accounts by filing them with the Commercial Register within eight days after adoption, and in any case within twelve months after the end of the financial year (Article 2:394(1) and (3) DCC).
Other obligations, for example on tax and employment, depend on your activities.
Firstly, businesses need to comply with all applicable laws and regulations at both the national and local levels. Companies should take necessary steps to ensure they understand all relevant legislation and adhere to them accordingly. Additionally, commercial entities may also have to fulfill specific reporting duties or submit financial statements on time, depending upon their type and size.
Secondly, registration in the Commercial Register, which is kept by the Chamber of Commerce (Kamer van Koophandel, KVK), is not a permit. Businesses in regulated sectors, such as finance or health care, may also need a licence.
Finally, many entrepreneurs also decide to form partnerships with other businesses or individuals when launching their ventures in Holland. In such scenarios, the parties involved should enter into legally binding contracts setting out the roles, rights and responsibilities of each signatory before starting any joint work. A written contract is often not required by law, but it avoids disputes about what was agreed.
Which data protection rules apply?
Startups that process personal data of customers, users or staff must comply with data protection law.
It is important for businesses to understand and adhere to these laws so they can protect their customers’ sensitive information while also avoiding any legal trouble as a result of non-compliance.
The primary law governing data protection in the Netherlands is the EU General Data Protection Regulation (GDPR). It sets rules on how organisations may collect, use and store personal data, such as names, addresses, bank details and IP addresses. It also requires that organisations have security measures in place when handling personal data.
Non-compliance can lead to fines and reputational damage. In the Netherlands, the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) is the supervisory authority under the GDPR (Article 6(2) GDPR Implementation Act (Uitvoeringswet AVG)).
Which licences does your business need?
Registration in the Commercial Register is not a licence. Whether you need a permit depends on your activities and location, for example in financial services, health care or the hospitality sector. Check this for each activity before you start.
Below are some wise steps to consider when seeking advice from a Dutch lawyer:
- Research the areas of expertise offered by your chosen attorney or law firm.
- Consider their specialization in providing regulatory compliance advice and licensing services.
- Ask about any experience they have had working with other startups in the same field as yours.
- Request references so you can get an idea of what it’s like to work with them.
Frequently asked questions about a law firm for startups in the Netherlands
What does a startup lawyer in the Netherlands do?
A startup lawyer advises on the legal form and articles of association, drafts agreements between founders and investors, drafts and reviews commercial contracts, secures the company’s intellectual property and handles disputes. Deeds of incorporation and of share transfers are executed by a civil-law notary (Articles 2:175(2) and 2:196(1) Dutch Civil Code).
Do I need a lawyer or a notary to set up a Dutch BV?
A BV is incorporated by notarial deed, so you need a civil-law notary (Article 2:175(2) DCC). The law does not require a lawyer for incorporation, but a lawyer is often involved in the shareholders’ agreement and the other contracts around it.
Am I personally liable for contracts signed before my BV is registered?
Possibly. If you act on behalf of a BV that has not yet been incorporated, you are jointly and severally bound until the BV ratifies the contract, unless expressly agreed otherwise (Article 2:203(2) DCC). Even after ratification, you can be liable for the other party’s loss if the BV does not perform and you knew or could reasonably have known that it would not be able to (Article 2:203(3)). After incorporation, the directors are jointly and severally liable alongside the BV until the first registration in the Commercial Register has been filed (Article 2:180(2)).
Who owns the software or designs made for my startup?
Copyright belongs to the maker (Article 1 Dutch Copyright Act). For employees whose work consists of creating such works, the employer is regarded as the maker unless agreed otherwise (Article 7). For freelancers and founders who are not employed, the company in principle needs a written agreement and a deed of transfer (Article 2(3)), unless it is regarded as the maker under Article 6 or 8 of the Act.
How much does a startup lawyer cost?
Lawyers’ fees in the Netherlands are not set by law. They are agreed between you and the lawyer, usually as an hourly rate or a fixed fee for a defined task. Ask for an engagement letter stating the fee arrangement and the scope of the work before the work starts.
Primary sources
- Dutch Civil Code: Articles 2:175, 2:177, 2:180, 2:194, 2:196, 2:203, 2:240, 2:394, 3:37, 6:217, 6:247 and 6:248
- Dutch Copyright Act (Auteurswet): Articles 1, 2 and 7
- Benelux Convention on Intellectual Property (BVIE): Articles 2.2 and 2.19
- Commercial Register Act 2007 (Handelsregisterwet 2007): Article 5
- GDPR Implementation Act (Uitvoeringswet AVG): Article 6
Conclusion
Concluding, it is clear that setting up a business in the Netherlands can be an exciting and lucrative venture. With careful consideration of all the legalities involved, entrepreneurs have the opportunity to create success for themselves and their company.
The cost of legal advice depends on the work involved and is agreed with your lawyer in advance. Foreign founders should note that a Dutch BV must have its registered seat in the Netherlands (Article 2:177(3) DCC) and that incorporation and share transfers require a Dutch civil-law notary. Whether you need a permit depends on your sector and activities.
Arranging the legal form, the founders’ agreement, IP ownership and the key contracts at the start avoids most later disputes. For advice from a Dutch law perspective, you can contact MAAK Advocaten.
