Although Dutch company law is very similar to other jurisdictions, there are some important differences regarding the forms of companies you should consider when setting up your business. It is important that you choose the most suitable company form for your business. To this end, an English-speaking attorney in the Netherlands can advise you and support you in setting up your company. Our attorneys in the Netherlands at MAAK Advocaten in Amsterdam are specialized in company law, among other things, and will be happy to help you with your questions about company law in the Netherlands.
corporations and partnerships in the Netherlands
Just as in the UK and other jurisidctions, there is a difference between corporations and partnerships in the Netherlands. Corporations include in particular the B.V. (besloten vennootschap) and the N.V. (naamloze vennotschap). Partnerships include the maatschap, the Vennootschap onder firma (VOF) and the Commanditaire Vennootschap (CV).
Dutch corporate forms
The B.V. is similar to a limited liability partnership (LLP). Meanwhile, the N.V. can be roughly compared to a public limited company. The so-called maatschap and Vennootschap onder firma is largely comparable to a partnership.
Please note that not all Dutch company forms are transferable 1:1 to other forms familiar in your jurisdiction. Although Dutch company law is comparable to other European legal systems in many respects, there are always some differences that should be taken into account when founding a company. Our English-speaking attorneys in the Netherlands can explain the differences between the company forms and advise you on the most suitable form for your company.
Partnerships under Dutch law
Partnerships are characterised by the fact that they have no legal personality. They therefore do not constitute legal entities but can nevertheless be carriers of rights and obligations. Partnerships can therefore participate in legal transactions and own assets despite lacking legal personality. A partnership is defined as an association of at least two natural or legal persons who pursue a common purpose.
While the maatschap is regulated by the Dutch Civil Code (Burgerlijk Wetboek), the provisions on the VOF and CV are contained in the Dutch Commercial Code (Wetboek van Koophandel). The VOF and CV must therefore also be registered in the Dutch Commercial Register.
The partners of a maatschap and of a VOF and CV have unlimited liability for their obligations. However, there is an exception in the case of the CV, where only the limited partner is liable with his capital contribution. Partnerships can participate in legal transactions and own assets despite lacking legal personality. The CV also requires a general partner who is liable with his entire assets and a limited partner who is not personally liable. Please note that the limited partner of a CV can also be held personally liable, for example if he or she acts externally for the CV.
Corporations in the Netherlands
In contrast to partnerships, corporations in the Netherlands are legal entities and are also referred to as corporate bodies. In the Netherlands, the formation of a corporation always requires a memorandum of association. It is typical of corporations that the partners are only liable with their contributed capital.
The most common form of company that occurs in the Netherlands is the B.V. It is regulated in Art. 2:175 BW and its partners have limited liability. A B.V. in the Netherlands can be founded with a share capital of €0.01, whereas in the UK there is no share capital needed.
The N.V., on the other hand, requires a minimum share capital of € 45,000. The NV is defined in Art. 2:46 ff. BW and the requirements for the formation of a NV differ from those of a BV. Consult a attorney in the Netherlands. A specialist can also inform you about the advantages and disadvantages of the various forms of company and advise you on whether a B.V. or an N.V. is more suitable for your company.
It is clear that Dutch company law is similar in structure to other jurisdictions. Please note however, that the formation of a company in the Netherlands as well as the registration and other administrative steps may differ from the procedure in your home country. It is therefore advisable to consult an English-speaking attorney in the Netherlands, who can assist you with the formation.
Dutch attorney specialized in company law
Do you have any questions about Dutch company law or do you need specific legal advice in Holland about company forms under Dutch law? Our experienced specialist attorney in Amsterdam, Renso van Wieringhen Borski, will be happy to help you.