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New businesses in the Netherlands have to choose between a number of legal forms. This also applies to self-employed professionals and freelancers (both of which are not legal forms). Your choice will help determine such aspects as liability and tax obligations.
Types of legal forms
There are legal forms with and without corporate (legal) personality.
Legal forms without corporate (legal) personality are:
- Sole proprietor (eenmanszaak)
- General partnership (vof or vennootschap onder firma)
- Professional partnership (maatschap)
- Limited partnership (cv or commanditaire vennootschap)
Legal forms with corporate (legal) personality are:
- Private limited company (bv or besloten vennootschap)
- Public limited company (nv or naamloze vennootschap)
- Association (vereniging)
- Foundation (stichting)
When you set up a legal form with legal personality, a civil law notary has to draw up the relevant papers, including your registration at the Netherlands Chamber of Commerce (KvK). If you choose a legal form without legal personality, you will be personally 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 more information about the different legal forms in the brochure 'Starting your own business' (Netherlands Chamber of Commerce).
Which corporate structure suits your company?
There are many possible legal structures for businesses, as listed above. When in doubt, contact the Chamber of Commerce for advice.
Self-employed professionals without employees
Neither a self-employed professional (also known as a zzp'er) nor a freelancer is a legal form. When you work as a self-employed professional or freelancer, you have to select a legal form. Most self-employed professionals act as sole proprietors or have a private limited company.
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)
Legal entity supervision
If you want to incorporate a private or public limited company, or amend your articles of association? Your legal entity falls under the continuous supervision of Justis, the Agency for Scrutiny, Integrity and Screening (Ministry of Justice and Security). The aim is to detect and prevent abuse. You no longer require a certificate of no objection (verklaring van geen bezwaar).
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 Dutch Tax and Customs Administration (Belastingdienst) and the Netherlands Chamber of Commerce (Kamer van Koophandel, KvK). You may have to re-apply for certain licences from your municipality, including, for example, the licence under the Licensing and Catering Act and operating permit.