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]

 

In the following we will show you step-by-step how to start a BV. Step 1: Requirements First, you have to select: Step 2: Contact ...
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The most important reason people choose a BV (instead of any other Dutch legal entity) is because of its limited liability and its flexibility:

 

[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.