Setting up a Joint Stock Company (Naamloze Vennootschap) in The Netherlands

A joint stock corporation or a public limited liability company is known in Holland as a Naamloze Vennootschap (NV). This type of business is rarely chosen for new companies in the Netherlands, although it is designed for all company sizes and considered to be more flexible than private limited liability companies. As a matter of fact, the first multinational joint stock company in the history was established in 1602 in the Netherlands, under the name of the Dutch East India Company.

Capital

The minimum requested capital for setting up a public limited liability company in the Netherlands is 45,000 EUR, which has to be fully paid up prior to registration. The capital is divided into shares, which can be either in bearer form, freely negotiable or in registered form. Shares are not held in a private person’s name. A Dutch NV can trade shares on the public stock market.

Shareholders

In a Dutch joint stock corporation, founders can choose to remain anonymous. Anyway, at least one shareholder is required for the incorporation of a NV in Holland. The liability of the shareholders is restricted to the amount of issued and paid up capital.

Management

As far as the management structure of a Dutch NV is regarded, it is necessary to have a General Meeting of the shareholders and a Management Board. The General Meeting has to be held at least once a year. The management board is mainly involved in the decisional process of the company’s activities and it is usually appointed for an unlimited period. Actually, it is up to the General Meeting of the shareholders to bring modifications to the structure of the management board.

Control

An auditor is mandatory for a joint stock corporation in the Netherlands only if it is stock listed. Otherwise, the evaluation is compulsory only if the Dutch NV has more than 50 employees, if the annual turnover exceeds 8.8 million EUR and the balance sheet values more than 4.4 million EUR. It is however compulsory to prepare financial statements and submit them with the Chamber of Commerce in the Netherlands.

Other requirements

The name of a public limited liability company established in the Netherlands has to be unique, therefore the founders need to check firstly if there is another company with the same name. Besides, it is mandatory to include the letters NV in the corporation’s name.

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Partners: Dutch Lawyers