What are the differences between a BV and a NV?

The most common business entities in the Netherlands are the BV and the NV. Both entities have legal personality, issue shares and provide limited liability for their shareholders. But the BV and the NV also have differences:

  • The main difference is that a BV can only issue registered shares, whereas an NV can issue both registered and (freely transferable) bearer shares. For this reason, only the shares of an NV can be listed on a stock exchange.
  • Another important difference is the paid-in capital: a BV can be incorporated with a paid-in capital of only EUR 0.01. The incorporation of an NV requires a paid-in capital of EUR 45,000.
  • Also a BV gives more flexibility in arranging the articles of association. For instance, the articles of association of a BV can determine that the shareholders can be held liable for the debts of the BV. The articles of association can also restrict the transferability of the shares or determine that the issued shares do not have any voting rights or profit rights.

 

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