You choose a business structure when you register at the Netherlands Chamber of Commerce (KVK). Your choice will help determine such aspects as liability and tax obligations.
Self-employed or freelancer?
If you want to work as a self-employed professional (zzp'er in Dutch) or freelancer, you need to be aware that neither of these are legal structures. You will still have to choose a legal structure when you register at KVK. Most self-employed professionals act as sole proprietors or have a private limited company.
Which corporate structure suits your company?
There are many possible business structures, as listed on this page. Which one suits you best depends on your circumstances. To help you choose, you can use our interactive tool for choosing a Dutch legal structure. Or you can scroll down on this page to find the most common considerations in the paragraph Tips for choosing a legal structure.
Tool for choosing a Dutch legal structure
If you want to set up a business, but you are in two minds about which legal structure to choose, use our Tool for choosing a Dutch legal structure. It will guide you through some of the main considerations, such as liability, staff and taxes, and give you advice suited to your needs and wishes.
Types of legal structures
There are business structures with and without corporate (legal) personality.
Business structures without corporate (legal) personality are:
- Sole proprietor or sole trader (eenmanszaak)
- General or commercial partnership (vof or vennootschap onder firma)
- Professional or public partnership (maatschap)
- Limited partnership (cv or commanditaire vennootschap)
If you choose a business structure without legal personality, you will be personally liable for the debt of your company, with your private capital and belongings.
Legal structures with corporate (legal) personality are:
- Private limited company (bv or besloten vennootschap)
- Public limited company (nv or naamloze vennootschap)
- Cooperative (coöperatie)
- Association (vereniging)
- Foundation (stichting)
When you set up a legal structure with legal personality, a civil law notary has to draw up the relevant papers, including your registration at KVK, to create the legal personality. If your company is a legal personality, you will not be personally liable for the company's debts. There are some exceptions to this, for instance if grave mismanagement, recklessness, or fraud on your part has led to the debts.
Filing annual accounts
Putting your company on hold?
It is not possible to put your company on hold. According to KVK and the Tax Administration, having a business means having business activities. If you do not have business activities, de-register your company. If your company is a legal entity, you must dissolve it before you can de-register. So long as your business is registered, your legal obligations continue. Depending on your legal structure, you have to file tax returns, keep business records, and file annual accounts with KVK. You also have to honour any contracts with suppliers and customers you have entered into.
European legal structures
European legal structures offer you the option to work together across borders with companies from other Member States of the European Union. There are three European legal structures:
- European Economic Interest Grouping (EEIG)
- Societas Europaea (SE, European public limited liability company)
- European cooperative society (SCE)
Legal entity supervision
Do 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 do not require a certificate of no objection (verklaring van geen bezwaar).
The Governance and supervision Act (Wet bestuur en toezicht rechtspersonen, Wbtr) will come into effect on 1 July 2021. This act arranges that all legal entities will have the same rules with regard to governance and supervision. These rules are already in place for public limited companies (nvs) and private limited companies (bvs).
Changes in the legal structure
Changes in the legal structure 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 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.
Tips for choosing a legal structure
There are quite a few considerations to be taken into account when making the choice for a legal form or business structure. The statements below can help you find out which bracket suits your situation best. Select and deselect statements to access information on several considerations you may have. Try to read all the information here; it will help you make a well-informed decision.
Not what you are looking for?
If you need personal advice, contact KVK. They can talk you through the options.
Statistics: businesses by legal form
Number of business structures with and without corporate (legal) personality.