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New businesses in the Netherlands have to make a choice from a number of legal forms. Your choice will be the legal form in which to run your business and determines such aspects as liability and tax obligations.
Types of legal forms
There are legal forms with and without corporate personality. With regard to a legal form without legal personality, you will be liable for the debt of your company with your private capital. This is usually not the case for a legal form with legal personality.
You can find information about different legal forms on the Chamber of Commerce website:
- Sole trader
- Limited partnership (CV)
- Partnership under common firm (VOF)
- Partnership
- Private limited liability company (BV)
- Foundation
- Association
A self-employed person without employees (also known as a zzp'er) or a freelancer is not a legal form. You must also select a legal form as a self-employed person or freelancer. Not mentioned in this list is the Public limited company (NV), a legal form that is rarely taken by start-up companies.
European legal forms
European legal forms offer you the option to work together across borders with companies from other Member States of the European Union. There are three European legal forms:
- European Economic Interest Grouping (EEIG)
- Societas Europaea (SE; European public limited liability company)
- European cooperative company (ECC)
Integrity test (legal person supervision)
Starting 1 July 2011, you do not require a certificate of no objection when setting up a new or amending the articles of association of an existing private or public limited company. The Agency for Scrutiny, Integrity and Screening of the Ministry of Security and Justice will instead, perform an integrity test.
Changes in the legal form
Changes in the legal form or the collaborative venture in which your business participates will have fiscal and administrative consequences. Changes must be reported to the Tax and Customs Administration (Belastingdienst) and the Chamber of Commerce (KvK). You may have to re-apply for certain licences from your municipality, including, for example, liquor and catering licences and operating permits.
