Public limited company (NV)

What is a public limited company?

A public limited company, or in Dutch a naamloze venootschap (NV), is a company with legal personality. This means that the directors are not liable with their private assets for possible debts. The main difference between a BV and an NV is usually the size: an NV tends to be a larger company, with several directors.

The capital of a public limited is divided into shares, which are held by the shareholders. The ultimate power lies with these shareholders. They are allowed to make decisions about the company. They may also appoint and dismiss the board. The shares can be sold on.

The directors are responsible for the daily management of the company. An NV often has a supervisory board (Raad van commisarissen), which monitors the management (two-tier board). In other cases, the supervisors are part of the board (one-tier board).

Setting up an NV

You establish a NV through civil-law notary. The civil-law notary draws up the notarial deed containing the articles of association. And registers your NV in the Business Register (Handelsregister) at the Netherlands Chamber of Commerce KVK.

All directors are also registered in the Business Register. Until the registration has been done, you are personally liable. In addition, you need to invest at least €45,000 as starting capital.

Registering UBOs

You also register the beneficial owners of your NV at incorporation. You do this in the KVK's UBO register. Ultimate beneficial owners (UBOs) are persons with more than 25% of the shares in an NV, for example. If your NV is listed, you do not have to register any UBOs.

Liability for debts

An NV is a legal entity. This means that directors are not liable for debts. But there are exceptions to this rule. For example, directors are liable in the event of mismanagement, or if the private limited company is not yet registered with the Business Register. Read more about directors' liability.

Are you a shareholder? You are only liable up to the amount of your shares.

Costs

If you want to set up an NV, you need a starting capital of €45,000. You also pay civil-law notary fees, the KVK registration fee, and accounting fees. The fees differ per civil-law notary. On average the costs range between €500 and €2,200.

In addition, there are costs for bookkeeping. Your NV must draw up financial statements and file them with KVK after they have been approved by your board of directors and shareholders. The information you have to submit depends on the size of your company. The annual administration costs depend on the size and complexity of your company.

Taxes

You pay corporate income tax (vpb) on the profit of the NV. You may use corporate income tax deductions, such as various forms of investment allowance. If the NV pays dividend to shareholders, it has to withhold dividend tax on this amount. The NV also pays VAT.

If you are a director of a public limited company, you pay income tax on your wages and dividend tax on your shares. Directors must be paid a market conform salary, with in principle a minimum annual salary. Read more about the exact rules and conditions (in Dutch).

Signing authority

Directors may either jointly or individually sign contracts or perform certain legal acts on behalf of the company. Who can sign alone and who has to sign with one or more others is stated in the articles of association.

Power of attorney

Directors can also give someone else power of attorney. This person may then also act on behalf of the company. It is not mandatory to register this person with the Business Register, however, it can be useful. For example, it is a way to inform your business partners about who is allowed to act on behalf of the company.

Personnel

An NV can hire personnel. You have to pay payroll taxes and social contributions for your employees. If you are hiring employees for the first time, you must register as an employer with the Netherlands Tax Administration (Belastingdienst). You must also report this to KVK.

Read what you need to arrange if you are hiring staff for the first time.

Insurances and pension

As a director you are employed by the NV and covered by social insurance. In some cases, you are not covered by employee insurance as a director, namely if you:

• have 50% or more of the votes at the shareholders' meeting (possibly together with your spouse);
• and your immediate family members own two thirds or more of the shares;
• cannot be fired against your will.

In this situation, you can take out insurance yourself. Read more about insurances and pension for self-employed professionals.

Ending an NV

If you want to end the NV, you must first dissolve it. This requires an official resolution by the general meeting of shareholders. A dissolved NV does not immediately cease to exist. The NV first needs to pay off debts and payouts before it ceases to exist.

Read more about the dissolution of a legal entity.

Listed NV

An NV can buy or sell shares on the stock exchange. To do so, you must meet a number of conditions. These conditions differ per stock exchange. Is your NV listed and do you have a board of supervisors (rvc)? At least 1 in 3 members of the rvc must be female (in Dutch).