NETHERLANDS Law and Practice Contributed by: Coco van Zuiden, Marijn Bodelier, Sabine Schoute and Simone Wijngaard, Greenberg Traurig, LLP
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 EUR200,000. 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) 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 of shares per class, if applicable) and the nomi - nal value, in euro, of the shares (class). The incorporation deed must state the amount of the issued share capital, which must be at least 20% of the authorised share capital (or 10%, after the deduction of the nominal value of any treasury shares, if the NV is an investment company with variable capital). The deed must also state the amount paid up on the issued shares at incorporation (to be at least 25% of the issued share capital and at least EUR45,000). The NV and a shareholder can agree that part of the nominal value of the shares issued to that shareholder (up to 75% of the nominal value per share) need not be paid up until the NV calls for payment. Until the paid-up portion of the share capital amounts to at least EUR45,000 and to at least 25% of the issued share capital as set out in the incorporation deed and until the NV is duly reg -
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