Register company in The Netherlands

In The Netherlands, there are several business structures to choose from, including Private Limited Company (Besloten Vennootschap), Sole Trader (Eenmanszaak), Partnership (Vennootschap onder Firma), Public Limited Company (Naamloze Vennootschap), Branch office

LEGAL STRUCTURES ADVICE

BV (Besloten Vennootschap)

The Dutch BV is the most frequently used legal form by foreign investors (for example: to carry out a business, for direct investments, as holding company, IP company, finance company, etc.) The Dutch BV has the advantage that the shareholders are - in general - not personally liable for legal acts of the B.V. Furthermore, the BV is easy to incorporate and it has no minimum capital requirement.

SET UP BV

NV (NAAMLOZE VENOOTSCHAP)

Alternatively, one may decide to establish a NV (a public limited liability company), which is the obligatory legal form for stock listed companies, but which can also be used for non-listed companies. The NV requires a minimum capital of € 45,000.
The same rules apply to an NV concerning liability, tax, social security and continuity as apply to a BV. The same rules also apply to an 'NV in formation' (NV in oprichting or NV io) as apply to a BV in formation.

SET UP NV

VOF (VENNOOTSCHAP ONDER FIRMA)

If you're looking to start a business with other self-employed individuals, one option may be to create a legal entity in the form of a 'general partnership', or in Dutch a vennootschap onder firma (VOF). All partners bring equity into the VOF in the form of cash, goods or labour, and no minimum start-up capital is required.
As a general partner, you'll be personally liable for the VOF's debts, even if another partner is responsible for causing the debts. Creditors initially make a claim on the business's assets and, if these are insufficient, on your partner's, then your and even your spouse's personal assets.
You can limit the effect on your spouse by drawing up a nuptial agreement.

SET UP VOF

EENMANSZAAK

Most people decide to set up a 'sole proprietorship', or in Dutch an eenmanszaak, when starting a business for themselves. It's quick and easy to do, and often offers more tax benefits than setting up a BV especially in the early years. The downside of establishing yourself as a sole proprietor is that you're personally liable for your business debts.

Set up Eenmanszaak

BRANCH

Dutch comparative company law recognises all foreign legal entities except sole proprietorships. A branch of a foreign company operating in the Netherlands [Dutch: nevenvestiging or filiaal] does not need to register as a separate legal entity, but it does have to be listed in the Dutch Commercial Register (Handelsregister).
Starting a branch office in the Netherlands is also a possibility. Ongoing business operations conducted in the Netherlands on behalf of a foreign business constitute a 'branch'. A branch may be a sales office, a production facility or even a representative office. It doesn't need to have its own independent legal form if it's part of a foreign business

SET UP BRANCH

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