The BV is ideal for small to medium-sized enterprises due to its relatively flexible internal governance structure and favorable tax treatment, particularly in the context of the participation exemption regime, which can exempt qualifying dividend income from corporate tax. Dutch corporate law places significant emphasis on the proper functioning of the general meeting of shareholders (algemene vergadering), which serves as the supreme governing body for major strategic decisions.
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Unlike the BV, an NV must have a minimum share capital and its shares are generally considered freely transferable. The foundation is built upon the Burgerlijk Wetboek (Civil Code), particularly Book 2, which details the core principles governing legal persons and commercial transactions, while specific legislation like the Besluit Maatschappijen en Vennootschappen (Public Limited Companies and Private Limited Companies Decree) provides detailed regulation for company law.
Companies are required to maintain specific statutory books, including the register of shareholders and directors, and to file annual financial statements and reports with the Dutch Chamber of Commerce (KVK). The Private Limited Company (BV) The Besloten Vennootschap (BV) is by far the most common form of incorporated business in the Netherlands.
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Each structure carries specific requirements regarding capital, governance, liability, and tax implications, demanding careful consideration during the initial setup phase. The primary vehicles include the private limited company (BV), the public limited company (NV), and various forms of partnerships.
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