Cooperative
What are the benefits of working as a collective?
If you're interested in the benefits of working as a collective, e.g. pooling your purchasing and marketing efforts, one option may be to create a legal entity in the form of a 'cooperative' (coöperatie).
This legal structure can also be useful to help you as an individual deal with an increasing workload or perhaps if you fall ill. Other members in the cooperative can then take over your work for you.
What is a cooperative?
A cooperative is a special type of association that enters into specific agreements with and on behalf of its members. Two common forms are the 'business cooperative' (bedrijfscoöperatie) and the 'entrepreneurs' cooperative' (ondernemerscoöperatie).
Business cooperatives
A business cooperative supports the business interests of its members in certain areas, e.g. procurement or advertising. A well-known example of a business cooperative in the Netherlands is FrieslandCampina, a large dairy cooperative whose members are dairy farmers who share in the cooperative's profits.
Entrepreneurs' cooperative
The members of an entrepreneurs' cooperative work independently, but can also join forces to take on certain projects. This legal form is ideal for self-employed individuals without their own employees (zelfstandige zonder personeel, zzp'er).
It enables its members to take on assignments or projects that they wouldn't be able to tackle on their own. This also has benefits for the customer who then has a single contact person and greater assurance that the project will be completed on time.
Be aware that all members participating in such projects as a 'natural person' rather than as a 'legal entity' must have other customers outside of the project in order to qualify as an 'entrepreneur for income tax purposes' (ondernemer voor de inkomstenbelasting). This is an important distinction for the Dutch Tax and Customs Administration (Belastingdienst).
Members have voting rights and can enter or leave without jeopardising the cooperative's continued existence. An entrepreneurs' cooperative is ideal for small-scale and/or short-term collaborative ventures.
Mutual insurance company
The mutual insurance company (onderlinge waarborgmaatschappij) is a cooperative in which the members make insurance agreements with each other and the company, so that all members can profit from the agreements.
Setting up and running a cooperative
You can set up a cooperative with one or more partners. Control rests with the 'general meeting of members' (GMM) or in Dutch the Algemene Ledenvergadering (ALV). One of the ALV's tasks is to appoint a board to manage the cooperative's affairs. You'll have to get a civil-law notary to draft a deed to establish the cooperative and list the cooperative in the Dutch Commercial Register (Handelsregister).
Members contribute to the cooperative's set-up and running costs. Any profits are divided based on the share of the turnover generated by members on behalf of the cooperative. Members can make their own arrangements about sharing in the profit.
UBO register
Parliament is currently discussing the implementation of a UBO register for Dutch businesses in 2020. If it is accepted, cooperatives that are registered in the Dutch Commercial Register will have to include their 'ultimate beneficial owner(s)' or UBOs in this 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) Rijksoverheid.nl.
Liability
The cooperative assumes liability as a legal entity, but if you decide to dissolve the cooperative and there are outstanding debts, then you and your fellow members are liable for an equal share. However, it is possible to exclude liability. You can do this by setting up a 'cooperative with limited liability' (coöperatie met beperkte aansprakelijkheid, BA) or a 'cooperative with excluded liability' (coöperatie met uitgesloten aansprakelijkheidcooperative, UA).
In an entrepreneurs' cooperative, members collaborating on joint projects are responsible for the project's deliverables.
If you're a cooperative board member, then 'anti-abuse' legislation applies (please also refer to 'the private limited company').
Taxes
A cooperative has to pay corporation tax (vennootschapsbelasting) on its profits. Its individual members pay income tax (inkomstenbelasting) on the profit that they receive from the cooperative.
Social security
If you're a board and regular member of a self-governing cooperative, then a 'fictitious employment' relationship effectively exists (fictieve dienstbetrekking). In which case, the same rules apply to salary deductions as for regular employment.
Annual reports and accounts
Cooperatives have to draft and publish their financial reports and accounts every year.
Statistics: cooperatives
Number of cooperatives.