Dutch law recognises two legal forms of enterprise: enterprises that are incorporated and those that are not. An enterprise that is incorporated (i.e. with legal personality) is a legal entity with its own rights and obligations.

The law provides for a restricted range of legal entities; for ordinary businesses, the main ones are the private limited company (BV) and the public limited company (NV). Beyond this, Dutch law also allows for the operation of a business without a separate legal personality.  Where multiple parties are involved, this is by agreement, with examples including general partnerships (VOF) and limited partnerships (CV). Which legal form – with or without legal personality – is best depends on all sorts of factors and is never a simple equation. Considerations include the distribution and designation of capital (shares: yes or no?) and the liability of the parties taking part in the enterprise, as well as tax factors.
Legal entities require articles of association, which lay down additional rules for internal procedures on top of the statutory requirements and cover aspects such as appointments, suspensions, resignation and dismissal of board members, the powers of the board and its individual members and, at public and private limited companies, the distribution of shares.

Our lawyers assist aspiring and existing entrepreneurs alike in the process of choosing the right legal personality and setting up their company. We are also happy to be of service in corporate mergers and acquisitions.