NETHERLANDS Law and Practice Contributed by: Friederike Henke, Ingrid Cools, Philip ter Burg, IJsbrand Uljée, Suzan van de Kam and Epke Spijkerman, BUREN
envennootschap ), which is a contractual arrangement without legal personality. BVs The key characteristics of a BV are as follows: • capital is divided into shares; • privately owned (ie, with a closed circle of share - holders); • no minimum capital is required; and • different types of shares can be created, which makes it possible to vary with regard to (among others) voting rights and profit-sharing rights. A BV is more flexible than an NV and is the most fre - quently used corporate entity form in the Netherlands. BVs are popular as holding companies in (internation - al) group structures and as operational and financ - ing companies, and are also considered suitable for structuring joint ventures. NVs The key characteristics of an NV are as follows: • a minimum share capital of EUR45,000; • all shareholders have voting rights and profit rights; • different types of shares are possible; and • there are specific rules with regard to the proper functioning of the general meeting. In general, an NV is subject to stricter capital and creditor protection rules than a BV. The NV is designed primarily as a public company, the shares of which can be listed on a stock exchange. Until 2019, an NV’s capital could consist of individual bearer shares. Since then, bearer shares can only be issued by way of a global certificate. Any (individual) bearer shares that were not converted into registered shares by 1 Janu - ary 2020 are considered to have been converted by operation of law. Until 2 January 2026 shareholders of bearer certificates are entitled to acquire a replace - ment share in the form of a registered share from the respective company. Partnerships The two most common forms of Dutch partnerships are the general partnership ( vennootschap onder firma – VOF), which is a partnership between two or more
general partners, and the limited partnership ( com- manditaire vennootschap – CV), which is a partnership between one or more managing partners and one or more limited partners. A Dutch partnership does not have legal personality. 3.2 Incorporation Process The incorporation of a BV requires few formalities and can be carried out very quickly and easily. BVs and NVs are incorporated by the execution of a notarial deed of incorporation ( akte van oprichting ) by a Dutch civil-law notary ( notaris ). This deed of incor - poration contains the initial articles of association and must be in the Dutch language. An English transla - tion is commonly provided. Since 1 January 2024, it is possible to digitally incorporate a BV. The incorporation of an NV requires a bank statement providing evidence of the payment of the minimum paid-up capital (if in cash) or a description of the con - tribution drawn up and signed by the incorporators, and an auditor’s certificate attesting to such payment (if in kind). The founders of an NV or a BV may be one or more individuals or legal entities, of any nationality and domiciled anywhere. The Dutch civil-law notary ( notaris ) is required by law to register persons who will have an interest of at least 25% in the newly incorporated company (the Ultimate Beneficial Owner(s) – UBO) with the UBO register. A partnership under Dutch law is set up by the execu - tion of a partnership agreement between one or more partners. The partnership agreement must provide for a durable co-operation between the partners, and must be governed by Dutch law. The partners may be either individuals or legal entities. A VOF must have at least two general partners, where - as a CV must have at least one managing partner and one limited (or “silent”) partner. Each partner must contribute to the partnership.
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