If you want to achieve a given objective with other like-minded individuals, e.g. improving a shopping street, participating in a sport, or making music, one option may be to create a legal entity in the form of an association, or in Dutch a 'vereniging'.
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What is an association?
An association is an organisation which main objective does not include making a profit. Most associations focus on organising social activities. If an association makes profits, it must be reinvested into the association. You are not allowed to divide the profits amongst members.
The association has at least two members. The meeting of members (ledenvergadering) has full power and authority. Each member is entitled to a vote. The ledenvergadering appoints the Committee, which consists of (at least) a chair, secretary and treasurer.
An association has no shareholders. All money is collected through contributions by members, such as donations and fundraisers.
There are essentially two types of associations in the Netherlands:
- Association with Full Legal Capacity (volledige rechtsbevoegdheid): has the same rights and duties as a member of the public. For example, they can take out loans and own and inherit registered property. Only associations with full legal capacities are eligible for subsidies.
- Association with Limited Legal Capacity (beperkte rechtsbevoegdheid): both the association as the members are privately liable. You do not need a civil-law notary to set up an association with limited legal capacity.
Setting up an association
It's mandatory to register your association in the Commercial Register if it has 'full legal capacity'. You'll remain personally liable until you've done this. Generally speaking, your civil-law notary will do this for you, but it's wise to ask for confirmation.
If you set up a vereniging with 'full legal capacity' (volledige rechtsbevoegdheid), then in theory you won't be personally liable for its obligations. You'll need a civil-law notary to draft a deed, stating that you've created a vereniging and listing its statutes. These include:
- name and address
- purpose (profit sharing for members is not a valid purpose or objective)
- member requirements
- procedures for calling general meeting of members
- rules for appointing and removing committee members
- allocation of surplus after dissolution
Be aware that you'll need a civil-law notary to amend the deed whenever you need to amend your vereniging's statutes. Associations also have house rules in addition to their statutes. These detail the vereniging's practical day-to-day affairs. You won't need a civil-law notary for these house rules.
You do not need a civil-law notary to set up an association with limited legal capacity . You also do not have to list the association in the Dutch Commercial Register. You can, however, limit the liability of members by listing yourvereniging in the Dutch Commercial Register. None of the members are then liable with their private assets for possible debts.
You do not need a minimum starting capital to set up an association. You pay a one-time fee of €50 to register your association in the Commercial Register. The costs for a civil-law notary differ between €400 and €800.
In addition, there are costs for keeping records. An association that also carries out commercial activities must file annual accounts with a certain turnover. The information you have to submit depends on the size of your company. The average annual administration costs range from € 600 to € 1,800.
Filing annual accounts
If your association has had a turnover of over €6M per year in the last 2 financial years, you will have to file your annual accounts with the Netherlands Chamber of Commerce KVK.
From 27 September 2020 onwards, associations that are registered in the Dutch Commercial Register will have to include their 'ultimate beneficial owner(s)' or UBOs in the UBO register. This is one of the measures taken in accordance with the Prevention of Money Laundering and Terrorism Financing Act (Wet ter voorkoming van witwassen en het financieren van terrorisme, Wwft). Persons who have more than 25% of the company shares, more than 25% of the voting rights, and/or have the ultimate say in company matters are considered UBOs. Inclusion in the UBO register can be arranged via the website of the Netherlands Chamber of Commerce KVK. Companies that were already registered in the Commercial Register will have a year and a half to register their UBOs. See for more information (in Dutch) the KVK website.
A vereniging operating as a business pays corporation tax (vennootschapsbelasting). You can make use of tax deductions, such as the investment allowance. Any profits must be allocated to the vereniging's objective or purpose. Whether a vereniging has to pay and charge VAT, or not, depends on its specific situation. Visit Belastingdienst.nl for more information.
As an association, you can obtain a ‘public benefit organisation’ (PBO) status, or in Dutch Algemeen Nut Beogende Instelling (ANBI) status or Sociale Belang Behartende Instelling (SBBI) status. You will then receive certain tax benefits. You can request an ANBI or SBBI status (in Dutch) from the Dutch Tax and Customs Administration.
A vereniging is a legal entity, which means that its committee members are theoretically not liable for any debts. There are, however, exceptions to this rule. For example, mismanagement, negligence or failure to list the vereniging in the Dutch Commercial Register.
Inform KVK about any committee member changes within eight days. Failure to do so may mean that former committee members could be held liable if they're still listed in the Dutch Commercial Register.
If your association has limited legal capacity, then you as a member are personally liable with your private assets. You can limit the liability by listing the association in the Dutch Commercial Register.
The committee as a whole is authorised to sign. This means that members may either jointly or individually sign contracts or perform certain legal acts on behalf of the association, such as reporting a change in the Commercial Register. These agreements are laid down in the articles of association.
The committee can also choose to appoint power of attorney to someone else. This person is then authorised to act on behalf of the company. It can be useful to register this person in the Commercial Register. This way your business partners also know who is allowed to act on behalf of the company.
Associations can employ staff. You then have to pay payroll taxes and social contributions for your personnel. If you are hiring an employee for the first time, you must register as an employer with the Dutch Tax and Customs Administration. You must also report this to the Netherlands Chamber of Commerce. Read the checklist Employing staff in the Netherlands for more information.
As a member of an association, you are often under authority of the general meeting of members. If you perform any labour for the association and receive a compensation for it, you are employed by the association. The compensation must be in proportion to the labour. Associations with an ANBI status are not allowed to employ members. Usually, the members only receive a compensation for costs incurred.
Social security and national insurance contributions
Ending an association
An association can be dissolved if the general meeting of members votes to do so, it no longer has any members or it has been declared bankrupt. The rules and procedures for dissolving an association are included in its statutes.
It's mandatory for all apartment owners in the Netherlands to be a member of a homeowners' association, or in Dutch a vereniging van eigenaars (VVE). VVEs represent the shared interests of apartment owners in matters such as building maintenance and servicing.
The VVE also has several obligations. It has to hold a meeting of its members at least once per year, maintain a reserve fund and issue an annual financial statement. It's mandatory to list VVEs in the Dutch Commercial Register.
Statistics: associations and foundations
Number of associations and foundations.