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The Dutch 'NV'
A public limited company, or in Dutch a naamloze venootschap (NV), is a company whose equity is divided into shares in a similar way to that of private limited company(besloten vennootschap,BV).
The main difference between a BV and an NV is usually the size: an NV tends to be a larger company, with several directors.
As of 1 July 2019, both legal structures are only allowed to issue registered shares. NVs will no longer be allowed to issue bearer shares. Public limited companies that have issued bearer shares, must adjust their statutes before 1 January 2020. Owners of bearer shares can have their shares exchanged for registered ones until 1 January 2021.
You can still trade shares via a bank or another intermediary that manages security accounts for their (registered) clients. In that case, it is the duty of the intermediary to keep track of the identity of the owners of the shares. Any bearer shares issued outside this construction have to be converted to registered shares.
Setting up a public limited company
Virtually the same criteria apply to setting up a public limited company (NV) as to setting up a private limited company (BV). One difference is the initial minimum share capital required for an NV. This is set at €45,000.
Getting a Legal Entity Identifier (LEI)
Every company that owns shares and wants to trade on the stock exchange, must have a LEI or Legal Entity Identifier. This unique number is used by the financial authorities to track global transactions and ensure they are above board. You can purchase a LEI from the Chamber of Commerce if you are registered in the Commercial Register.
Filing annual financial statements
Both BVs and NVs have to issue and file their annual reports and accounts with the Chamber of Commerce (Kamer van Koophandel, KVK). The size and scale of your company determines exactly how this should be carried out.
Parliament is currently discussing the implementation of a UBO register for Dutch businesses in 2020. If it is accepted, public limited companies that are not listed in the stock exchange and 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.
The same rules apply to an NV concerning liability, tax, social security and continuity as apply to a BV. The same rules also apply to an 'NV in formation' (NV in oprichting or NV io) as apply to a BV in formation.
Supervisory or single-tier board
The regulatory role within an NV is often filled by a 'supervisory board' (Raad van Commissarissen). You can also opt for a single-tier board.
NVs that trade on the stock market have to follow the Corporate Governance Code, that describes the way in which the management and supervisory board of the company have to inform their shareholders.
Statistics: public limited companies
Number of public limited companies.