NETHERLANDS Law and Practice Contributed by: Manon Cremers, Heleen Kersten, Frédérique van der Wegen and Sandra Rietveld, Stibbe
1. Introductory 1.1 Forms of Corporate/Business Organisations The BV and the NV
Other Entities With Legal Personality The following legal entities also have legal per - sonality in the Netherlands: • an association ( vereniging ); • a co-operative ( coöperatie ); • a mutual insurance association ( onderlinge waarborgmaatschappij ); and • a foundation ( stichting ). Book 2 of the Dutch Civil Code applies to all the Entities without legal personality do not consti - tute separate legal persons but may still operate as business organisations. These include: • a general partnership ( vennootschap onder firma or VOF); • a limited partnership ( commanditaire ven- nootschap or CV); • a professional partnership ( maatschap ); and • a sole trader ( eenmanszaak ). These forms are mainly governed by Book 7A of the Dutch Civil Code and the Dutch Commercial Code ( Wetboek van Koophandel ). legal entities listed in the foregoing. Entities Without Legal Personality Unless otherwise stated, the answers in this chapter will focus on BVs and NVs as the prin - cipal corporate forms under Dutch Law. 1.2 Sources of Corporate Governance Requirements General Several acts are sources of corporate govern - ance requirements for BVs and NVs. The Neth - erlands is a member of the EU, which means that Dutch corporate law is based in large part on European regulations, which have been imple - mented in several relevant Dutch acts.
Under Dutch law, the principal forms of corpo - rate and business organisations are categorised into legal entities with legal personality and enti - ties without legal personality. The corporate entities that are frequently used for commercial activities in the Netherlands are: • the private company with limited liabil - ity ( besloten vennootschap met beperkte aansprakelijkheid or BV); and • the public company with limited liability ( naamloze vennootschap or NV). The BV and the NV are legal persons under Dutch law. Their equity is divided into shares that are held by one or more shareholders. The BV is the most frequently used type of corporate entity in the Netherlands. In 2024, 1,156,074 BVs and 3,133 NVs were registered in the Netherlands. Most Dutch listed companies are NVs, but it is also possible to list a BV. The definition of “Dutch listed company” in this chapter refers to (i) all companies with regis - tered offices in the Netherlands whose shares or depositary receipts for shares have been admit - ted to trading on a regulated market or a com - parable system; and (ii) all large companies with registered offices in the Netherlands (balance sheet value > EUR500 million) whose shares or depositary receipts for shares have been admit - ted to trading on a multilateral trading facility or a comparable system).
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