Legal forms | Private Limited Company (BV) | Public Limited Company (NV) | One-man business (Eenmanszaak) | Partnership (Maatschap) | Commercial Partnership (VOF) | Limited Partnership (CV) | Foundation (Stichting) | Branch Company [1] |
Is a deed of incorporation required? | YES | YES | NO | NO [2] | NO [3] | NO [4] | YES | Does not apply |
Is capital required? | YES [5] | YES [6] | NO | NO | NO | NO | NO | Does not apply |
Can the directors or partners be held personally liable? | NO [7] | NO [8] | YES | YES [9] | YES [10] | YES [11] | NO [12] | Depends on the Articles of the foreign entity [13] |
Who controls the company? | Board of directors | Board of directors | Owner | Partners | Partners | Managing partners | Board of directors | Depends on the Articles of the foreign entity |
Are there any other company bodies? | General meeting of shareholders (possibly supervisory board) | General meeting of shareholders (possibly supervisory board) | NO | NO | NO | Limited partners | NO | Depends on the Articles of the foreign entity |
What taxes have to be paid? | Corporate tax, income tax over board member salaries and over dividend | Corporate tax, income tax over board member salaries and over dividend | Income tax | Income tax | Income tax | Managing partners: income tax | Corporate tax if the foundation can be considered a ‘company’ | Corporate tax, income tax over board member salaries and over dividend [14] |
Related questions:
- A company name
- A company address or correspondence address (domicile) in the Netherlands
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- The shareholders are not personally liable for any debts of the company, other than for ...
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[1] A branch company is not a legal form/entity. It is a business operated by a foreign legal entity directly, without setting up a separate entity in the Netherlands.
[2] But a (notarial) contract is preferred.
[3] But a (notarial) contract is preferred.
[4] But a (notarial) contract is preferred.
[5] EUR 0.01.
[6] EUR 45,000.
[7] Unless in case of negligence or unjust payment to shareholders.
[8] Unless in case of negligence.
[9] If the Partnership does not fulfill its obligations.
[10] If the Commercial Partnership does not fulfill its obligations.
[11] The managing partners are 100% personally liable, but the limited partners have limited liability.
[12] Unless in case of negligence.
[13] Do be aware that with a Dutch branch the foreign company in the home country is fully liable for the activities of the Dutch branch.
[14] If applicable.