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Netherlands

Introduction

Dutch company law recognises two types of limited liability companies, the limited liability company ("Naamloze Vennootschap", abbreviated: "N.V.") and the private company with limited liability ("Besloten Vennootschap met Beperkte Aansprakelijkheid", abbreviated: "B.V."). Both types are similar in basic characteristics. Important distinctions between the N.V. and the B.V. are that the N.V. may have bearer shares whereas the B.V. can only issue registered shares. The N.V. is the legal entity used for companies of which the shares are to be listed.

Unless there is a specific reason to incorporate an N.V., the B.V. form is usually chosen at the outset also in view of the fact that the incorporation of a B.V. requires fewer formalities. A B.V. can be converted quite easily into an N.V.

Incorporation Procedure

Incorporation occurs by way of execution of a notarial deed of incorporation before a Dutch civil law notary. Such deed should in any event contain:

  • the company's articles of association;
  • details on the shares issued at incorporation and on the incorporator(s) / shareholder(s);
  • the appointment of the first managing and (as the case may be) supervisory directors; and
  • the determination of the first financial year of the Company.

The incorporator(s) may grant a power of attorney to the persons working at the offices of the civil law notary in order to execute the deed of incorporation on its/their behalf.

Capital Requirements

The present minimum issued share capital for a B.V. is EUR 0.01 and the present minimum issued capital for a N.V. is 45,000 euro. The share capital of an NV company should be paid up prior to its incorporation; such to be evidence by a certificate issued by the bank at which the account of the NV (in formation) is held.

Commercial Register

Immediately following incorporation, the company and the details of the managing directors must be registered with the Commercial Register in the Netherlands. If the company has only one shareholder, this fact and the identity of such sole shareholder will be referred to in the extract of the company's registration details, which is publicly available*.

* Note: identity of the incorporator(s) (first shareholder(s)) will be included in the deed of incorporation and will therefore always be public.