What is a cooperative?
You can set up a cooperative with one or more members. You benefits from advantages of a collective. For example, if one member becomes ill, the other member can take over the work.
The cooperative consists of members. Members can enter or leave the cooperative without jeopardising its continued existence. This is different from a commercial partnership (vof) or professional partnership (maatschap), where partners are not allowed to just leave.
Control for the cooperative 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. The board enters into agreements with and for its members. All members have voting rights.
You distribute the cooperative’s profit in proportion to the work that a member has performed for the cooperative. The members make agreements about this themselves. Members can bring money into the cooperative through separate member accounts. This member capital is not tradable, unlike shares in a private limited company (bv).
Two common forms are the 'business cooperative' (bedrijfscoöperatie) and the 'entrepreneurs' cooperative' (ondernemerscoöperatie).
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.
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. An entrepreneurs' cooperative is ideal for small-scale and/or short-term collaborative ventures.
Setting up a cooperative
You can set up a cooperative with one or more members. You'll have to get a civil-law notary to draft a deed to establish the cooperative and list the cooperative in the Dutch Business Register (Handelsregister). You do not need startup capital.
All partners are registered in the Business Register. Are you acting on behalf of the cooperative when it is not yet registered? Then you are personally liable.
If you run a cooperative or co-operative abroad and want to start an branch office in the Netherlands, you may think that you have to register a coöperatie at KVK. This is not necessary for a branch: the foreign legal structure is recognised in the Netherlands, as you can read in the article Using a foreign legal structure in the Netherlands. If you wish to start an independent subsidiary of your foreign cooperative in the Netherlands, you do have to register a Dutch legal structure at KVK. This can be a cooperative, but you can also opt for another legal form. Read more about this in the article Setting up a branch office or subsidiary in the Netherlands.
If you set up a cooperative, you pay notary costs, a one-time registration fee at KVK and administration costs. Members contribute to the cooperative's setup and running costs. The costs for a civil-law notary differ between €500 and €1,000.
In addition, there are costs for keeping records. An cooperative must file annual accounts and deposit with the KVK. The information you have to submit depends on the size of your company. The average annual administration costs range from €600 to €1,800.
UBO register: report your UBOs
Most businesses that register in the Dutch Business Register (including several European legal structures) have to include their 'ultimate beneficial owner(s)' or UBOs in the UBO register. See for more information the article The UBO register: questions and answers (KVK website).
The cooperative’s profit consists of 2 parts. The first part can be attributed in proportion to the activities of the members and is called ‘verlengstukwinst’ in Dutch. Members with a sole proprietorship pay income tax (inkomstenbelasting) on the profit that they receive from the cooperative. The Dutch Tax and Customs Administration only considers you an entrepreneur if you also have other clients. If the verlengstukwinst is paid to a member who participates within a bv, the cooperative needs to pay corporate income tax (vennootschapsbelasting) on this.
The cooperative itself also makes a profit. A cooperative has to pay corporate income tax on its profits.
If the Dutch Tax and Customs Administration regards you (the member of the cooperative) as an entrepreneur for income tax, you are entitled to an SME profit exemption(mkb-winstvrijstelling). If you also meet the hours criterion, you are entitled to more tax benefits, such as the private business ownership allowance (zelfstandigenaftrek) and retirement reserve (oudedagsreserve). Starters may also be eligible for tax relief for new companies (startersaftrek) in the first 3 years.
The cooperative pays VAT. In addition, individual members can also be entrepreneurs for VAT. In that case, you charge VAT when you invoice the cooperative. Whether you are an entrepreneur for VAT depends on your specific situation.
A cooperative is a legal entity, which means that its committee members are usually not liable for any debts. There are exceptions to this rule. For example, mismanagement, negligence, or failure to list the cooperative in the Dutch Business Register.
You can agree upon establishment whether or not members are liable. There are 3 options to choose from:
- UA: Cooperative with excluded liability (coöperatie met uitgesloten aansprakelijkheid). Members are not liable for any debts. This also applies after bankruptcy.
- BA: Cooperative with limited liability (coöperatie met beperkte aansprakelijkheid). Members are liable for debts up to an agreed amount.
- WA: Cooperative with legal liability (coöperatie met wettelijke aansprakelijkheid). Members are equally and jointly liable for shortages of the cooperative.
- When establishing a cooperative, you need to arrange the liability of the members. For example, do you opt for a cooperative with excluded liability ? Then you must record this in the articles of association.
If you choose for WA or BA, the board has to submit a list of its members to the Netherlands Chamber of Commerce KVK every year. This way, creditors know who they can claim their money from.
The board 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 cooperative, such as reporting a change in the Business Register. These agreements are laid down in the articles of association.
The board 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 Business Register. This way your business partners also know who is allowed to act on behalf of the company.
A cooperative 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.
Social security and national insurance contributions
As a member of a cooperative, you are entitled to an old-age pension (AOW) when you reach retirement age. You have to supplement this pension yourself. Start as soon as possible to keep your contributions affordable.
Since you are not an employee, you are not entitled to any of the benefits available to regular employees, such as sickness, unemployment, or disability benefit (ziektewet, WW and WIA, respectively). It is up to you to take out disability insurance as soon as you start your business. If you are pregnant, you are entitled to maternity allowance of at least 16 weeks. You can apply at The Employee Insurance Agency (Uitvoeringsinstituut Werknemersverzekeringen, UWV).
Health insurance is mandatory and basic cover is sufficient. You pay a premium to your health insurance company and a contribution as part of your tax return.
Depending on your type of business, it can be wise to take out additional insurance.
'Fictitious employment' relationship
If you are a board and regular member of a self-governing cooperative, then a 'fictitious employment' relationship (fictieve dienstbetrekking) effectively exists . In which case, the same rules apply to salary deductions as for regular employment.
Ending a cooperative
When dissolving your cooperative, you require a formal decision from the general meeting of members. A cooperative ceases to exists once all outstanding debts are paid. This is called 'vereffening' in Dutch.
Consequences of deregistration
Deregistering your business or a board member may affect your bank account, financing, insurance, pension fund, or municipal permits. For example, if you are deregistered from KVK, you can no longer access your business bank account. So before you deregister from KVK, consider what you need and what it could mean for you.
Mutual insurance society
The mutual insurance society (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.
Number of cooperatives.