Limited Liability Company

General Information

In practice, the B.V. form is the more common form for family businesses, subsidiaries, joint ventures and holding purposes. Due toe the high degree of flexibility it offers, it vastly outnumbers the N.V. form.
The B.V. concept is, however, being criticized for a lack of competitiveness in a European context. Ongoing government scrutiny may result in a simplification of the rules governing the B.V.

Incorporation

Formation by at least one person - individual or legal; nationality irrelevant.
The company comes into legal existence immediately upon execution of notarial deed of incorporation. Beforehand, a declaration of no-objection from the Minister of justice has to be obtained, certifying that the company will not be used for unlawful purposes.
Managing directors, however, remain jointly and severally liable to third parties for all acts binding the company and performed during their term of office until: company is registered with the Commercial Register of the Chamber of Commerce in the district as the statutory seat of the company, at least 25 % of total par value shares issued upon incorporation, and at least € 18,000 on shares issued at incorporation are paid.
Incorporation is published in Dutch State Gazette.

Duration of incorporation approximately 1 week.

Incorporation costs of at least € 2,750 (at minimum share capital, including notary fee of € 2,500, registration and certification fees, costs of publication).

Capitalisation and Financing

The statutory minimum share capital amounts to € 18,000. Shares can be paid in cash or kind. Only 25 % of share capital have to be paid up at incorporation, remaining 75 % have be paid up when called for by the B.V. In order to achieve limited liability, however, the requirements outlined above have to be met.

Board Structure

The B.V. is managed and represented by its management board (Bestuur) in and out of court. The board may consist of one or several members. Both natural persons and legal entities may serve as a managing director. Dutch nationality or residency are not required. The principle of collective management and representation applies.
Shareholders' decisions are made by way of shareholders' resolutions at the annual or extraordinary shareholders' meeting. At least one general meeting per annum must be held, generally, in the Netherlands.

The establishment of a supervisory council is only mandatory where the so-called large company regime applies (criteria: company's issued capital plus reserve exceeds € 16,000,000, works council has been established, and workforce in the Netherlands exceeds 100). The supervisory board must consist of natural persons, resident to the Netherlands. If the large company regime applies, there must be at least three members.

Annual Costs

At least € 165 (annual registration fee of € 140 - 880; publication costs of € 25).

Corporate Taxation and Financial Reporting

In principle, Dutch resident companies are subject to corporate income tax on their worldwide income. Corporations not established/resident in the Netherlands are taxed on account of certain income from Dutch sources. Tay rate is 27 % up to amount of € 22,689 and 31,5 % above.
Statutory framework requires that the management board must within five months of the end of the financial year draw up annual accounts and annual report of the company and file them at its registered office for inspection by the shareholders.
- Term may, however, be extended by a maximum of six months by shareholders' decision.
Accounts must then be filed with the Commercial Register within eight days of shareholders' approval.
Companies considered "small" or "medium-sized", may be granted certain relief from reporting requirements.
Accounts have to be drawn up in accordance with Dutch GAAP.

Employee Participation in Corporate Bodies

Where the large company regime applies, one-third of the members of the supervisory board shall be employees.