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Forms of legal entity for companies in the Netherlands

Those with legal corporate personality include:

Besloten Vennootschap (BV) - Private limited company

Besloten Vennootschap - meaning exclusive or closed partnership - is the most common form of limited company in the Netherlands. Owned by the shareholders, shares are privately registered and not freely transferable. A BV can be created by one or more individuals or legal entities, and requires minimum paid-in capital of 0,01 EUR. A BV is not required to make its accounts publicly available. Banks generally require that directors and major shareholders co-sign for loans as a private individual, making them personally liable for the repayment of any loans. Shareholder liability is limited to the amount of their investment in the BV.

Naamloze Vennootschap (NV) - Public limited company

Naamloze Vennootschap means nameless partnership or anonymous venture. However, as of 1.7.2019, both BVs and NVs are only allowed to issue registered shares (shares can be traded via an intermediary who must keep track of the identity of the share owner). Generally used for a larger company with several directors, the initial minimum share capital required for an NV is 45,000 EUR. The rules relating to liability for a BV also apply to an NV.

Those without legal corporate personality include:

Eenmanszaak - Sole proprietor

An eenmanszaak is fast and simple to set up and offers greater tax benefits than a BV. However, a sole trader is personally liable for all business debts.

Vennootschap onder firmer (VOF) - General partnership

Based on a written partnership agreement, a general partnership is not a legal corporate entity, and general partners (and their spouses) are personally and collectively liable for the VOF’s debts, even after they have left the partnership if no agreement has been signed.

Maatschap - Professional partnership

Often used by dentists, architects, physiotherapists, farmers and lawyers, a maatschap allows partners to practice their profession under a shared name and on an equal standing. Partners may only make financial commitments on their own behalf (unless they have issued power of attorney to one another or have decided to act jointly or make a joint purchase) and are personally liable for those debts.

Commanditaire vennootschap (CV) - Limited partnership

A particular form of general partnership, the advantage of a CV over a VOF is that the founders requires little personal capital. Instead, a financial backer becomes a silent or sleeping partner in the business. A CV involves two types of partner: A managing partner is responsible for the day-to-day business and is personally liable for the CV’s debts; a limited partner is involved with the firm’s financial affairs and, in the event of the CV’s insolvency, is only liable to the amount of their financial investment.

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