Types of Structures in the Netherlands

If you are interested in starting a business, understanding the different available types of legal structures in the Netherlands is crucial for success on the Dutch market. Our team of lawyers in the Netherlands can offer the necessary legal advice on each of the Dutch company types and can assist you during the registration formalities.

What are the main categories of entities in the Netherlands?

Business forms that can be registered in this country can be divided into 2 main categories, as follows:

entities that do not have legal personality (meaning, that there is no legal difference between the company and its founder);
entities that have legal personality (they are considered a different, separate structure, from their founders).

Quick Facts
Main types of structures in Netherlands	– public limited company (NV), – private limited liability company (BV), – partnership (VOF), – cooperative, – foundation, – sole proprietorship
Foreign entities in Netherlands	– branches, – subsidiaries, – representative offices
Minimum share capital	– €0.01 for BV, – €45,000 for NV
Bank account required for share capital (YES/NO)	YES
General steps to open a company	– decide legal structure, – choose trading name, – register with the Dutch Business Register and Tax Administration, etc.
General required documents	– Articles of Association, – application form, – details of directors & shareholders, – company description, – ID documents, – proof of registered address, – proof of deposited capital, etc.
Special licenses and permits	For specific industries (hospitality, healthcare, gambling, transportation, construction, etc.)
Corporate income tax rate	– 25.8% (standard), – 19% (reduced for annual income less than EUR 200,000)
Personal income tax for sole traders	Progressive rates, based on earned income. Our Dutch lawyers can give you the exact rates.
VAT registration in Netherlands	Mandatory for all taxable activities in Netherlands, but exceptions apply to the small businesses scheme (KOR).
VAT rates	– 21% (standard), – 9% & 0% (reduced)
Minimum shareholders required	– 1 for BV and NV, – 2 for cooperatives
Virtual office possibility (YES/NO)	YES
Remote company formation (YES/NO)	YES
Assistance	Our Dutch law firm can help interested entrepreneurs select the right business structure and help in the incorporating process.

What are the main business forms I can set up in the Netherlands?

Foreign investors can incorporate various types of structures in the Netherlands. In the list below, our lawyers present the main options:

the private limited company;
the public company;
the sole trader;
the partnership;
the branch office and the subsidiary;
the foundation, the association, etc.

What is a sole proprietorship in the Netherlands?

Thesole trader is a business form that doesn’t have legal personality and can only be set up by a natural person. You must be aware that, by opening a sole proprietorship, as the single owner, you have unlimited liability. This means that the owner is liable for all debts of the company.

What is a partnership?

A partnership (VOF)is a bit more secure type of structure in Netherlands compared to the sole trader. In a partnership, there are two or more persons that own the business. In this structure, the business owners are jointly and severally liable for the company’s activities, including debts.

What are private limited liability companies?

If you want security, choose to open a Private Limited Liability Company (BV). In this Dutch type of structure you are not jointly and severally liable for any debts made by the company. This is because the BV is a legal entity (with separate legal personality) under the provisions of Book 2 of the Dutch Civil Code.

What are public limited companies in the Netherlands?

A Public Limited Company (NV) is very much similar to a private company. For this type of structure in Netherlands, the company must keep a register of shareholders (bearer shares were abolished in 2019). The shares may even be bought by anyone or sold. It is a company type that can be listed on the stock exchange.

What is a cooperative?

Another available type of structure in the Netherlands is the cooperative (coöperatie). This structure allows for the formation of a collective with two or more members, offering various benefits. In terms of profit distribution, the cooperative allocates earnings proportionally based on the work performed by each member.

We invite you to watch a short video about the main types of companies in the Netherlands:

What is an association?

An association is a group that comes together with a shared goal, and in this type of structure in the Netherlands, the main purpose is not profit. Most associations focus on organizing social activities. If an association does make any profits, those funds must be reinvested back into the association itself.

What is a foundation?

A foundation is primarily established to manage and distribute funds for a specific social, cultural, or charitable cause. A foundation also does not require members, as it operates with a governing board.

What institution is responsible for the incorporation of Dutch legal entities?

Regardless of the type of company investors plan to open in the Netherlands, they need to address the Dutch Business Register, which is the sole authority that can complete company registration procedures. Our team of lawyers in Netherlands can represent clients during the procedure.

Are there any capital requirements?

While the majority of the company types we have presented so far do not have a minimum capital requirement, the limited liability company has a capital requirement of EUR 0.01 and the public company, of EUR 45,000.

What is the current structure of the Dutch business market, based on the available types of companies?

It must be noted that, in the Netherlands, the majority of businesses are the ones without legal personality – this contradicts the general trend in Europe, where the preferred options are companies with legal personality, more specifically, the limited liability company. Currently, the following apply:

in 2020, there were around 1,4 million businesses incorporated as entities without legal personality, while the number of companies with legal personality stood at around 400,000 companies;
between 2020 and 2026 an increasing trend of active companies was observed for both categories;
in 2026 (1st quarter of the year), the total number of companies without legal personality reached 1,8 million businesses, while the number of companies with legal personality increased to around 585,000 businesses.

Contact us for further information about the types of structures available in Netherlands and you will benefit from customized advice and support, provided by specialized Dutch lawyers.