NETHERLANDS Law and Practice Contributed by: Coco van Zuiden, Marijn Bodelier, Sabine Schoute and Simone Wijngaard, Greenberg Traurig, LLP
5.2 Main Features and Tax Implications of the Constitution of Each Type of Entity NVs/BVs Both the NV and the BV are companies with lim - ited liability and a capital divided into shares. The shareholders are not liable for the company’s obligations; their liability is limited to any amount still owing on their shares. An NV is subject to the various EU Company Law Directives, which set out certain rules on – among other things – the maintenance and alteration of capital. An NV is the Dutch entity of choice for a listing of shares or other securi - ties on a stock exchange. Although shares in a BV can in principle be listed, this is not done in practice. A BV is subject to fewer of the above- mentioned directives and is governed by simpler statutory rules that offer a large degree of flex - ibility in the company’s governance structure. NVs and BVs are generally liable for Dutch cor - porate income tax, at a rate of 25.8% on profits exceeding EUR 200,000. The lower rate is 19%. CV A CV is a partnership entered into by one or more general partners and one or more limited partners. A general partner is fully liable for all the CV’s obligations, whereas a limited partner is only liable up to the amount contributed or committed to the CV. The business of the CV is conducted by the general partner(s). A limited partner will lose its limited liability if it partici - pates in the CV’s management or purports to act in the name of the CV towards third parties. For Dutch tax purposes, CVs either qualify as “open” or “closed”, depending on whether or not unanimous approval is required for replace - ment and/or addition of limited partners. Open CVs are independently liable for Dutch corporate
income tax, just as BVs and NVs. Closed CVs are tax-transparent, meaning that the partners are subject to Dutch taxation with respect to their interest in the CV as if they hold the real estate directly. As of 2025, all CVs will be considered tax-transparent (regardless of approval require - ments for admission/replacement of partners) FGR The FGR, also known as a “fund for joint account”, is a creature of Dutch tax law. It is not considered to be a legal entity or partnership but rather a contractual arrangement, usually between the investors, a manager and a cus - todian. Just as CVs, FGRs can qualify either as tax- transparent or open. FGRs are considered opaque if participations are freely transferable. As of 2025, all FGRs will be considered tax- transparent, unless the participations are freely transferable on a regulated market or compara - ble trading platform. 5.3 REITs REITs are not commonly available investment vehicles in the Netherlands, but a special tax regime exists for fiscal investment institutions ( fiscale beleggingsinstellingen or FBIs) that can be considered an equivalent to REITs (see 8.4 Income Tax Withholding for Foreign Investors ). Since it will no longer be possible for FBIs to directly invest in real estate located in the Neth - erlands in 2025, this regime is not considered relevant for the future real estate market. 5.4 Minimum Capital Requirement NVs An NV may issue both bearer and registered shares. Its articles must state the authorised share capital, the number of shares (the number
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