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New businesses in the Netherlands have to choose between a number of legal structures. This also applies to self-employed professionals and freelancers (neither of which are legal structures). Your choice will help determine such aspects as liability and tax obligations.
Which corporate structure suits your company?
There are many possible business structures, as listed on this page. Which one best suits you depends on your circumstances. The most common considerations have been compiled on Choosing a legal structure: what to consider to help you decide. If you need personalised advice, contact the Chamber of Commerce.
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 partnership (vof or vennootschap onder firma)
- Professional partnership (maatschap)
- Limited partnership (cv or commanditaire vennootschap)
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 the Netherlands Chamber of Commerce (KVK). If you choose a business structure 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 structure with legal personality.
Self-employed professionals without employees
Neither 'self-employed professional' (also known as zzp'er) nor 'freelancer' is a legal structure. When you work as a self-employed professional or freelancer, you have to choose a business structure. Most self-employed professionals act as sole proprietors or have a private limited company.
Filing annual accountsCertain types of company are required to file their annual accounts with the Netherlands Chamber of Commerce (KVK). The size of the company determines how the accounts have to be submitted.
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 company (ECC)
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).
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 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.