Types of companies that can be set up in the Netherlands

The Netherlands is an ideal destination for businesses looking for growth opportunities thanks to its outstanding advantages. With its strategic location right in the heart of Europe, along with modern infrastructure including the vibrant Rotterdam seaport and the bustling Schiphol Airport, the Netherlands has become the region’s lifeblood trade gateway. The business environment here is highly appreciated for its openness, quick company establishment procedures, transparent legal system and highly qualified workforce. The attractive tax policy with many incentives, especially for technology and R&D companies, further increases the attractiveness of the Netherlands. Not only that, the Netherlands is also an innovation hub with the presence of many leading universities, research institutes and a dynamic startup ecosystem. All these factors have created a Netherlands full of potential, ready to welcome and support businesses on the path to growth and success. Investors can establish a company in the Netherlands in many different types, Viet An Law would like to introduce some popular types below.

Types of companies that can be set up in the Netherlands

Private Limited Liability Company (BV)

A private limited liability company (BV) is the most common type of company in the Netherlands, similar to a limited liability company in Vietnam. A BV is a separate legal entity, which means that the company has its own legal status and its assets are separate from the owner’s personal assets. BV owners are only limited liability for the company’s debts, which means they are not personally liable for debts in excess of their capital contribution to the company. A BV can be established by one or more individuals or legal entities. The minimum charter capital to establish a BV is 0.01 euros, a very small number, which makes it possible for small and medium-sized enterprises to set up a company. However, when establishing a company, you still need to register a minimum amount of contributed capital to be able to go into operation. Shares of BV are not freely transferable like shares of public limited liability companies (NV). The transfer of shares usually requires the approval of other shareholders or the company’s board of directors.

Public Limited Liability Company (NV)

A public limited liability company (NV) is a type of company established with the purpose of raising capital from the public through the issuance of shares. NV is a separate legal entity, which means that the company has its own legal status and its assets are separate from the owner’s personal assets. The owners of NV are only liable for the debts of the company, which means that they are not personally liable for debts in excess of their capital contribution to the company. NV can be established by one or more individuals or legal entities. The minimum charter capital for the establishment of an NV is 45,000 euros. NV’s shares are freely transferable on the stock market.

Some other types can be set up in the Netherlands

Business Partners

In the Netherlands, the form of business partnership is quite popular, especially for small businesses.

General Partnership, VOF

• It is a simple form in which two or more individuals or legal entities agree to jointly operate a business under a common name.
• Partners contribute capital, labor or goods to the business.
• Importantly, all partners are joint and separately responsible for their debts and obligations. This means that each partner is responsible for the entire debt, even if it is caused by another partner.
• There is no minimum capital requirement to set up a VOF.

Professional Partner (Maatschap)

• This type of partnership is usually specifically reserved for professionals such as doctors, lawyers, accountants or architects who collaborate on a common practice.
• Similar to VOF, partners contribute their skills and expertise.
• Liability is usually limited to each partner’s contribution to the partner’s debts. This means that a partner is only responsible for their portion of the debt, not the entire amount.

Limited Partner (Commanditaire Vennootschap, CV)

• This structure includes two types of partners:
  • Managing Partners: These partners are involved in the running of the business and have unlimited liability, similar to the partners in the VOF.
  • Limited Partners: These partners primarily contribute capital and have limited liability, which means that they are only responsible for the amount of their investment. They are not involved in the day-to-day management of the business.
• A CV is especially suitable when a business needs investment from partners who do not want to be involved in day-to-day activities.

European Company (SE)

SE is a type of public limited liability company formed under the laws of the European Union. Its top advantage is its ability to allow businesses to operate across EU member states (and some countries in the European Economic Area – EEA) with only a single set of rules and registration procedures. This greatly simplifies cross-border business operations.

Characteristics of a European Company

• Europe-wide reach: Operates across the EU with a single legal structure.
• One-time registration: Only one SE registration in a member state (e.g. the Netherlands) is required to work across the EU.
• Flexible incorporation: There are many ways to form an SE, including:
  • Merger of existing companies from at least two different EU member states.
  • Establishment of the parent company.
  • Establishment of subsidiaries.
  • Conversion from an existing national company.
• Capital requirements: The minimum share capital is €120,000.
• Governance structure: Flexible governance structure, allowing a choice between a single-level system (board of directors) or two levels (management board and supervisory board).
• Employee participation: EU law regulates specific levels of employee participation, especially in terms of information and consultation.