[ESTABLISHING A BUSINESS ENTITY IN THE NETHERLANDS] 348
ESTABLISHING A BUSINESS ENTITY IN THE NETHERLANDS
INTRODUCTION PlasBossinade Advocaten Notarissen is a Dutch full-service law firm based in Groningen and Rotterdam at which lawyers, civil law notaries and tax lawyers practice law in all commercial areas. This contribution is a brief summary on establishing a business entity in the Netherlands. On request our specialists are
mandatory transfer restrictions applied for shares in a B.V., such as pre-emption rights of other shareholders or mandatory approval by the board or another body within the B.V. Because of these mandatory transfer restrictions, the shares in a B.V. could not be traded freely. Nowadays share transfer restrictions are optional, however frequently used still in situations where personal collaboration in the B.V. is the main purpose. The minimum capital requirement of € 45.000, - - for the N.V. is a relevant distinction between the two types of companies. Per October 2012 the minimum capital requirements for the B.V. ended, making it possible to transfer shares freely and liberating the possibilities to contribute on shares and to distribute dividends. As a result, since October 2012, it is relatively easy to establish a B.V. in the Netherlands and to trim it to one’s specific needs. We will now dive deeper into specific aspects regarding the B.V. and N.V. The following rules apply to both entities, unless stated otherwise. Name The incorporator is free in choosing a name, provided that in doing so it will not infringe on existing names or trademarks. The name is also the trade name under which the B.V. operates, with the letters ‘B.V.’ added. The B.V. may use more trade names and can file these at the Dutch trade registry held by the Dutch Chamber of Commerce. The addition ‘B.V.’ is reserved for the statutory name. Seat The B.V. has its statutory seat in the Netherlands and needs to have an address in the Netherlands. It may operate abroad.
ready to give more information. TYPES OF BUSINESS ENTITIES
In the Netherlands, there is a distinction between entities which qualify as legal entities (‘rechtspersonen’) and partnerships (‘personenvennootschappen’) which do not. Legal entities are subjects of law and as such have rights and obligations. The rights and obligations of partnerships are held by the persons or legal entities for whose account the partnership is carrying on its business activities. Legal entities with share capital The most common type of legal entity with share capital in the Netherlands is the limited liability company, named besloten vennootschap or B.V. for short. The other type of legal entity with share capital is the public company named naamloze vennootschap or N.V. for short. The B.V. and N.V. are in many aspects very similar. The Societas Europaea (S.E.) is the European equivalent of the N.V. and may also be incorporated in the Netherlands, provided that the company will operate under the laws of at least two EU member states and will be governed by the SE- Directive. As of 2012 shares in a B.V. may be traded, that is on a stock exchange or otherwise. Formerly
ILN Corporate Group – Establishing a Business Entity Series
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