NETHERLANDS LAW AND PRACTICE Contributed by: Friederike Henke, Ingrid Cools, Philip ter Burg, IJsbrand Uljée, Suzan van de Kam and Epke Spijkerman, BUREN
• 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 frequently used corporate entity form in the Netherlands. BVs are popular as holding companies in (international) group structures and as operational and financing 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 exist of individual bearer shares. Since, 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 January 2020 are considered to have been con - verted by operation of law. Until 2 January 2026 shareholders of bearer certificates are entitled to acquire a replacement share in the form of a registered share from the respective company Partnerships The two most common forms of Dutch partner - ships are the general partnership ( vennootsc-
hap onder firma – VOF), which is a partnership between two or more general partners, and the limited partnership ( commanditaire vennootsc- hap – CV), which is a partnership between one or more managing partners and one or more limited partners. A Dutch partnership does not have legal per - sonality. 3.2 Incorporation Process The incorporation of a BV requires few formali - ties and can be carried out very quickly and eas - ily. BVs and NVs are incorporated by the execu - tion of a notarial deed of incorporation ( akte van oprichting ) by a Dutch civil law notary ( notaris ). This deed of incorporation contains the initial articles of association and must be in the Dutch language. An English translation 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 contribution 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 national - ity 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 com - pany (the Ultimate Beneficial Owner(s) – UBO) with the UBO register.
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