Company Law in Netherlands

If you have decided to set up a company in Netherlands, you should consult the Dutch Corporate Law, as it is stipulated in the article 2:175 of the Dutch Civil Code (BurgerlijkWetboek). According to the provisions stipulated in the Dutch Company Law, you must firstly decide what type of business is best for your interests. The Dutch law makes a clear distinction between partnerships and corporations. Only corporations have legal personality. Then, you should look up the requirements that the Dutch law stipulates for each type of company and begin the procedure as soon as possible.

TYPES OF COMPANIES
For a Private Limited company (Beslotenvennootschap - BV), special requirements note that the company may be set up by only one director or shareholder, regardless of his residency. The minimum share capital required is 18,000 EUR, which need to be deposited in a bank account and the procedure takes around three weeks.

As far as a Public Limited company (NaamlozeVennootschap - NV) is regarded, the corporate law in Netherlands says that the partner's liability is limited to the amount of capital invested by each member.The registration procedure is mostly the same as in the case of the Dutch BV.If NVs and BVs qualify as large companies, with capital of at least 13 million euro and at least a hundred employees, a special regime applies. A large company is obliged to institute an independent supervisory board. NVs and BVs are considered institutions in the Netherlands Corporate law.

Under Dutch law, General Partnerships (VennootschapOnder Firma - VOF) and Limited Partnerships (CommanditaireVennootschap - CV)are of contractual nature. The general partnership in Netherlands can be formed by at least two members, Dutch or foreign residents, individuals or legal entities, on the basis of a partnership agreement. There is no minimum capital required, nor does a general partnership have legal personality.

OTHER RULES
Other mandatory rules can be found in the Dutch Civil Code. There are also some stipulated rules based upon European Community Directives, such as the Act on the Supervision of the Securities Trade or the Listed Companies Act 1996. In addition to that, a special feature of Dutch company law is the importance of the investigation procedure, which can be ordered by the Enterprise Chamberbased on serious reasons to doubt its honesty.

As opposed to other legal systems, the registration of the company under Dutch law does not have to pass through judicial control. All in all, the Dutch corporate law is considered as mandatory by most of the people, howeve it is considered to be quite a permissive law system.

BridgeWest can assist you setting up a company in Netherlands, including virtual office and other related services.

Partners: Dutch Lawyers in Amsterdam