Before setting up a new business in Netherlands, foreign entrepreneurs should decide which type of company structure is best suited for the activity intended.
· Dutch Private Limited company (Beslotenvennootschap - BV)
A limited liability company in Netherlands or a BV can be set up by one or more individuals or legal entities. There are no restrictions in terms of residence for the founders. Only 1 EUR is required as an initial capital, starting October 2012, and a quarter of this amount must be paid up prior to registration. The capital is divided into shares which are privately registered and not transferrable.
· Dutch Public Limited company (NaamlozeVennootschap - NV)
A Dutch public limited company or a joint stock corporation is chosen for large sized businesses and requires a minimum share capital of 45,000 EUR. This type of business can be set up by one or more individuals or legal entities. No requirements are available for the founders of a Dutch NV in terms of residence. The liability of the shareholders in a Dutch NV is limited to the amount of their contribution.If a Dutch NV qualifies as a large company, with a capital of at least 13 million euro and at least a hundred employees, a supervisory board must be appointed. A Dutch Public Limited Company is considered an institution in the Netherlands Corporate law.
· Dutch General Partnership (VennootschapOnder Firma - VOF)
At least two members are necessary for incorporating a general partnership in Holland. The partnership agreement stipulates all restrictions in terms of management and running of the partnership. Partners can be either individuals or legal entities and they can be Dutch residents or not. No minimum capital is required for setting up a Dutch general partnership.
· Dutch Limited Partnership (CommanditaireVennootschap - CV)
A limited partnership in Netherlands is a special form of a general partnership. Partners can be either active or limited, sleeping partners. As far as the active partners are regarded, they are responsible for all the company’s obligations and decisions, while the sleeping partners, also known as limited partners can only have liability to the extent of their contribution. Their responsibility can be stated in the partnership agreement.