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Achieving objectives together
If you want to achieve a given objective with other like-minded individuals, e.g. improving a shopping street, participating in a sport, or making music, one option may be to create a legal entity in the form of an association, or in Dutch a 'vereniging'.
Structuring an association
The key features of an association are:
- It has at least 2 members
- The meeting of members (ledenvergadering) has full power and authority
- Each member is entitled to a vote
- The ledenvergadering appoints the Committee
- The Committee consists of (at least) a chair, secretary and treasurer
Types of association
There are essentially two types of vereniging in the Netherlands:
1. Association with Full Legal Capacity
If you set up a vereniging with 'full legal capacity' (volledige rechtsbevoegdheid), then in theory you won't be personally liable for its obligations. You'll need a civil-law notary to draft a deed, stating that you've created a vereniging and listing its statutes. These include:
- name and address
- purpose (profit sharing for members is not a valid purpose or objective)
- member requirements
- procedures for calling general meeting of members
- rules for appointing and removing committee members
- allocation of surplus after dissolution
Be aware that you'll need a civil-law notary to amend the deed whenever you need to amend your vereniging's statutes. Associations also have house rules in addition to their statutes. These detail the vereniging's practical day-to-day affairs. You won't need a civil-law notary for these house rules.
It's mandatory to list a vereniging with 'full legal capacity' in the Dutch Commercial Register (Handelsregister) maintained by the Chamber of Commerce (Kamer van Koophandel (KvK)).
An association with 'full legal capacity' has the same rights and duties as a member of the public. For example, they can take out loans and own and inherit registered property.
Subsidy providers often require that associations have 'full legal capacity'.
2. Association with Limited Legal Capacity
If you opt to set up a vereniging without a civil-law notary, it will only have 'limited legal capacity' (beperkte rechtsbevoegdheid) and you'll be personally liable for its obligations. You can, however, limit your liability by listing your vereniging in the Dutch Commercial Register.
An association with 'limited legal capacity' cannot own a registered property, e.g. real estate.
Listing your association in the Dutch Commercial Register
It's mandatory to list your association in the Commercial Register if it has 'full legal capacity'. You'll remain personally liable until you've done this. Generally speaking, your civil-law notary will do this for you, but it's wise to ask for confirmation.
Inform KvK about any committee member changes within eight days. Failure to do so may mean that former committee members could be held liable if they're still listed in the Dutch Commercial Register.
A vereniging operating as a business pays corporation tax (vennootschapsbelasting). Any profits must be allocated to the vereniging's objective or purpose. Whether a vereniging has to pay and charge VAT, or not, depends on its specific situation.
- See additional information on the Dutch Tax and Customs Administration website
Committee member liability
A vereniging is a legal entity, which means that its committee members are theoretically not liable for any debts. There are, however, exceptions to this rule. For example, mismanagement, negligence or failure to list the vereniging in the Dutch Commercial Register.
Committee members and employees
Associations can employ staff, but committee members are generally not employees. Consequently, as a committee member, you won't be covered under any employee insurance schemes.
Dissolving an association
An association can be dissolved if the general meeting of members votes to do so, it no longer has any members or it has been declared bankrupt. The rules and procedures for dissolving an association are included in its statutes.
Cooperatives and mutual insurance associations
Cooperatives and mutual insurance societies are forms of association for which additional rules apply.
It's mandatory for all apartment owners in the Netherlands to be a member of a homeowners' association, or in Dutch a vereniging van eigenaars (VVE). VVEs represent the shared interests of apartment owners in matters such as building maintenance and servicing.
The VVE also has several obligations. It has to hold a meeting of its members at least once per year, maintain a reserve fund and issue an annual financial statement. It's mandatory to list VVEs in the Dutch Commercial Register.