Setting up a Business in the Netherlands

Overview by Globlatrade.net:

Legal Forms of Companies

Types of Companies and Capital (Max/Min) Number of Partners/Shareholders and Liability Registration Fees
The BV (Belosten Venoostschap met beperkteaansprakelijkhei) is a Private Limited Company.
 
 
Minimum capital: 18,000 €. Up to 20% must be subscribed.
Minimum 2 . It can be constituted of several legal entities or individuals, and 1 shareholder for a BV proprietorship
 
 
Liability of each partner is limited to the amount of capital contributed.
Company's name registration to the Chamber of Commerce: EUR 90; Board validation by the Department of Justice: EUR 91; Constitution Act executed by a public notary: EUR 1,750; Registration to the local Chamber of Commerce to obtain a registration number: EUR 123.34.
The NV (Naamloze Vennootschap) is a Public Limited Company.
 
 
45,000 € at least. 20% should represent the subscribed amount and 25% the amount released at the incorporation
No minimum.
 
 
Liability is limited to the amount of capital contributed.
Company's name registration to the Chamber of Commerce: EUR 90; Board validation by the Department of Justice: EUR 91; Constitution Act executed by a public notary: EUR 1,750; Registration to the local Chamber of Commerce to obtain a registration number: EUR 123.34.
The VOF (Vennootschap Onder Firma) is a general partnership.
 
 
No minimum capital.
Minimum 2 partners.
 
 
Partners' liability is joint and several.
Company's name registration to the Chamber of Commerce: EUR 90; Board validation by the Department of Justice: EUR 91; Constitution Act executed by a public notary: EUR 1,750; Registration to the local Chamber of Commerce to obtain a registration number: EUR 123.34.
CV (Commanditaire Vernootschap) is a limited partnership.
 
 
No minimum capital.
Minimum 2 partners. 2 types
of partners: active partners and sleeping partners.
 
 
Active partners have an unlimited liability, notably corporate management. Sleeping partners have a liability limited to the amount contributed.
Company's name registration to the Chamber of Commerce: EUR 90; Board validation by the Department of Justice: EUR 91; Constitution Act executed by a public notary: EUR 1,750; Registration to the local Chamber of Commerce to obtain a registration number: EUR 123.34.
Bijkantoor is a branch.
 
 
No capital is required, if the branch is registered with the Trade Register .
No legal entity, it depends on the status of the parent company.
 
 
The parent company is liable for actions carried out by the branch except for management which is limited, joint and several.
Company's name registration to the Chamber of Commerce: EUR 90; Board validation by the Department of Justice: EUR 91; Constitution Act executed by a public notary: EUR 1,750; Registration to the local Chamber of Commerce to obtain a registration number: EUR 123.34.
 
 

Business Setup Procedures

Administrative Formalities
Status must be drawn up in Dutch in a notarized deed. They must be forwarded to the Ministry of Justice, which delivers a certificate of non-objection within two months. The company must also register with the Trade Register (Handelsregister), with the Chamber of Commerce (Kamer van Koophandel en Fabrieken) of the place of setting up. Then, notice in a official advertisement journal is required.
The Competent Organization
the Trade Register.
Time Necessary for Registration
It depends on how everything goes: it could be done within three working days if there are no problems.
 

Recovery Procedures

Principle
Insolvency does not directly lead to bankruptcy, more deatils can be found in the Netherlands insolvency law.
Minimum Debt-to-Capital Ratio Triggering Liquidation
None
Bankruptcy Laws
Consists out of the insolvency laws, more details can be found in the book Netherlands insolvency law.
Reorganization and Rehabilitation Laws
All of them can be found in the book Netherlands insolvency law.

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