The most important reason people choose a BV (instead of any other Dutch legal entity) is because of its limited liability and its flexibility:
- The shareholders are not personally liable for any debts of the company, other than for the amount already invested in the company and for any unpaid amounts on the shares in the company, if any. Also the directors, the incorporators and the supervisory board members, if any, are in principle not personally liable for liabilities of the BV towards third parties (‘external liability’) or towards the company for the manner in which they have performed their duties (‘internal liability’).
- It is possible to incorporate a BV with only one share having a nominal value of EUR 0.01.
- A BV gives a lot of flexibility in arranging the organization of the company by tailoring the articles of association. For instance, the articles of association of the BV can determine that shares are freely transferable or that they are subject to different transfer restrictions. The articles of association can also determine that the issued shares do not have any voting rights or profit rights.