Choosing your business structure
When setting up a business in the Netherlands, you need to decide on the type of business structure that best suits your needs. There are two main categories: structures without corporate (legal) personality and those with corporate (legal) personality.
Business Structures Without Corporate (Legal) Personality
1. Sole Proprietor or Sole Trader (Dutch: Eenmanszaak): A single individual owns and runs the business. Personal liability for business debts and obligations.
2. General or Commercial Partnership (Dutch: VOF or Vennootschap Onder Firma): Two or more individuals share ownership and responsibilities. Partners are jointly and severally liable for business debts.
3. Professional or Public Partnership (Dutch: Maatschap): Partners (often professionals like doctors or lawyers) share costs and profits. Each partner is liable for their own actions.
4. Limited Partnership (Dutch: CV or Commanditaire Vennootschap): Consists of general partners (with unlimited liability) and limited partners (liable only up to their investment).
Business Structures With Corporate (Legal) Personality
1. Private Limited Company (Dutch: BV or ‘Besloten Vennootschap met beperkte aansprakelijkheid’): Shareholders’ liability is limited to their investment. Suitable for small to medium-sized enterprises.
2. Public Limited Company (Dutch: NV or Naamloze Vennootschap): Shares can be publicly traded. Suitable for larger businesses and those looking to raise capital through the stock market.
3. Cooperative (Dutch: Coöperatie): Owned and operated by members who use its services. Profits are distributed among members.
4. Association (Dutch: Vereniging): An organization created for a specific purpose, often non-profit. Members are not liable for the association’s debts.
5. Foundation (Dutch: Stichting): Established to achieve a specific goal, usually non-profit. No members, and board members are not personally liable.
Which corporate structure suits your company?
To help you choose, you can use this interactive tool for choosing a Dutch legal structure.
Source: Business.Gov 2024
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