What is the main source of law authorising this entity form?

Dutch Civil Code, book 2.

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

The BV has legal personality.

(Maximum) period of existence

There is no maximum period of existence; BVs must be incorporated for an indefinite period.

Governing document(s)

The BV is governed by its Articles of Association (the Articles) (contained in the notarial deed of incorporation, or subsequent notarial deed of amendment).

Liability of incorporators / shareholders

Incorporators/shareholders are legally obliged to pay up the nominal value of their shares. Incorporators/shareholders are not personally liable for the debts of the BV, save to the extent to which their shares are not fully paid-up.

Limited liability is subject to limited instances of piercing the corporate veil.

(Governing) bodies

Board of Managing Directors (divided into executive or non-executive directors if so, provided by the Articles).

Other particularities

Board of Supervisory directors (if applicable).

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?

Under Dutch law, it is possible for BVs to enter into legal mergers (whereby the BV ceases to exist by operation of law and its assets are acquired under universal succession of title) and demergers of all or a portion of its assets and liabilities (with universal succession of title to the relevant assets), and conversions (changing into another form of legal entity without ceasing to exist).

International restructurings like the above are possible, however, only pursuant to specific legislation (cross border (de)mergers or conversions within the EU/EEA).

Can this type of entity be publicly listed or held, or its securities be issued to members of the public?

Yes, the most common form of a listed company is the NV (naamloze vennootschap), but since the requirement to have transfer restrictions in the Articles of a BV has been abolished it is also possible to list a BV on a public exchange.

Can this type of entity be used for a non-profit or charitable organization?

Generally, no, given its nature as a commercial entity, with the ability to make profit distributions, and being subject to corporate income tax.

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required

A notarial deed of incorporation must be executed before a Dutch civil notary. It must be executed in Dutch. The deed can be executed pursuant to a power of attorney of the incorporator(s). Since January 1, 2024, it is also possible to incorporate the BV digitally. The digital incorporation deed can be executed in Dutch or English;

Documents for the registration of the directors, and sole shareholder (if applicable) and the (pseudo) ultimate beneficial owner(s) (if applicable).

Involvement of notary, company register, governmental authorities

The BV must be registered with the Trade Register of the Chamber of Commerce but has already come into existence pursuant to the notarial deed.

Timing (estimate)

The incorporation is not subject to any waiting periods, governmental filings etc.

Main costs, including registration and similar fees (excluding legal fees)

Newly incorporated BVs must register their (pseudo) ultimate beneficial owner(s) with the UBO Register of the Trade Register of the Chamber of Commerce. The Chamber of Commerce number of the newly incorporated BV will be withheld by the Trade Register of the Chamber of Commerce until the UBO-registration of the BV has been approved.

The main costs are the lawyers/notaries fees.

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

Minimum number of incorporators / shareholders and residency requirements

There must be at least one (1) incorporator upon incorporation, there is no residency requirement for incorporators.

Minimum number of directors (or other applicable officers) and residency requirements

The must be at least one (1) director upon incorporation, there is no residency requirement for directors for legal purposes (for the purpose of tax substance residency is relevant).

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

The must be at least one (1) director upon incorporation, there is no residency requirement for directors for legal purposes (for the purpose of tax substance residency is relevant).

Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?

Execution of the notarial deed of incorporation may be carried out by virtue of a power of attorney. A digital incorporation can be carried out by virtue of a digital power of attorney.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

The Chamber of Commerce provides a RSIN (a legal entities and partnerships information number) upon registration of the BV. Upon filing with the tax authorities, an extension will be added to the RSIN depending on the type of applicable tax, to form the relevant tax identification number.

What is the title of the applicable company registry?

Trade Register of the Chamber of Commerce (Handelsregister van de Kamer van Koophandel), which is a semi-independent public body.

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles or other formation document, Articles or other formation document, Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

The information listed below must be filed at the Trade Register of the Chamber of Commerce and is publicly available:

• Articles of Association;
• Name and surname, month and year of birth, nationality, country of residence and the nature and scope of the economic interest held by the ultimate beneficial owner's (UBOs) (which will be presented in fixed ranges). This information is currently not available to the public due to the verdict of the European Court of Justice (ECJ) dated 22 November 2022, in which the ECJ rendered its judgment that the public access to UBO-information is not compatible with the fundamental right to protection of private life and personal data. The Dutch government has presented a new statutory regulation which was made available for public consultation on 30 May 2023. The formal legislative proposal has been approved by the Dutch House of Representatives and is currently with the Senate;
• Date of incorporation;
• Name and address details;
• The activities of the BV;
• Share capital (issued and paid-up);
• Directors and their representative authority, including details of their date of birth;
• Sole shareholder (if applicable) and their address details;
• Information regarding insolvency, and liquidation;
• The annual accounts; and
• Merger and demerger documents.

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

The Board of Managing Directors (bestuur).

The Board and its members represent the BV and must carry out management duties in the interests of the BV in accordance with the objects as provided in the Articles of the BV.

How are the members of the executive body appointed, dismissed and replaced?

Appointment: Initially appointed in the deed of incorporation and thereafter by the general meeting of shareholders (subject to nomination rights and/or appointment rights for separate classes of shareholders, all as set out in the Articles).

In principle, dismissal occurs by the body that appoints the managing directors.

Note: Any changes must be registered with the Trade Register of the Chamber of Commerce.

Is it possible to appoint corporate directors or must all directors be natural persons?

Yes, an entity may be appointed as a director.

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

There is no general requirement, but the Articles may specify, however, that duties of the Managing Directors are divided between non-executive and executive directors. If such structure is opted for then the non-executive directors, in principle supervise the executive directors, but they jointly form a single (unitary or one-tier) board. The chairman must be a non-executive director.

Non-executive directors must be natural persons.

Alternatively, a two-tier structure can be opted for where there is a separate Supervisory Board. In general, the Supervisory Board is appointed by the shareholders.

Note: Supervisory directors must be natural persons and they cannot also be managing directors. Their role is to supervise the managing directors and they must not participate in management tasks.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

The general meeting (consisting of the shareholders, and other parties holding meeting rights) has all rights and responsibilities provided to it by law and the Articles, that are not imposed upon the managing directors or other bodies within the BV. The main rights concern amending the Articles, the appointment of directors, share issues, capital reductions, distributions, and liquidation.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

In general, decisions are taken by shareholders in accordance with an absolute majority (50 + 1). This general rule can be varied by a specified majority required by law or the Articles.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

Under Dutch law, there is a special large company regime. If a company meets the threshold requirements, then it must comply with the statutory provisions in respect of that regime. The threshold requirements include having a net equity of at least a certain amount (currently EUR 16 million); a works council in place; and at least 100 employees in the Netherlands. Under the special regime, the BV must have a supervisory board (or non-executive directors), and the work council has certain rights in respect to their appointment).

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

The BV must maintain accounting records that are sufficient to determine the financial position of the BV at any moment.

Within five (5) months (with possible extension of five (5) months) of the financial year of the BV, the annual accounts must be prepared by the managing directors, signed by the managing directors and the supervisory directors (if applicable), and subsequently adopted by the general meeting.

The adopted annual accounts must be filed with the Trade Register of the Chamber of Commerce within eight (8) days of adoption by the general meeting. When the annual accounts have not been adopted within two (2) months of the required period for their preparation ending as set out under paragraph 2 , the board of managing directors must, without delay, publish the prepared annual accounts with the Trade Register of the Chamber of Commerce. The annual accounts must mention then that they have not yet been adopted.

Is the entity permitted to determine its own financial year?

Yes.

Is the entity subject to any statutory (external) auditor obligations?

Medium and large companies, as defined by law, are obliged to have their accounts externally audited each financial year. The auditor is in principle appointed by the general meeting.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

No.

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Shares.

Are different classes of ownership interests possible? If so, what are some examples of different classes?

Different classes of shares are possible, including –

• preference shares,
• priority shares,
• non-voting shares,
• non-profit shares; and
• depository receipts, whereby the holder is entitled to a dividend payment and may join the general meeting (if such meeting rights are attached to the depository receipts in the Articles) but does not have the right to vote.

The separate classes and the relevant rights must be defined in the Articles.

What documentation is required for the transfer of ownership interests?

For any transfer of shares, a notarial deed of transfer must be executed before a civil law notary in the Netherlands. The notary must perform a title search. The Articles may contain transfer restrictions (e.g. approvals and/or pre-emptive rights) that must be complied with.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

The transfer must be recorded in the shareholders register. In the case of a sole shareholder, such sole shareholder must be registered with the Trade Register of the Chamber of Commerce. A change in shareholding as a result of the share transfer may also lead to a change of the (registered) (pseudo) ultimate beneficial owner(s). Therefore, any changes may need to be registered with the UBO register as well.

Are there any applicable stamp duties imposed when transferring ownership interests?

No.

How are shares issued? (including information on payment obligations, registration requirements)

Subject to the Articles, any share issue must be adopted by the general meeting. The issue is effected by execution of a notarial deed of share issue before a civil law notary in the Netherlands.

Any share issue must be recorded in the shareholders register.

In addition, the capital increase must be registered with the Trade Register of the Chamber of Commerce. Any changes to the shareholding ratio may trigger the obligation to register a new (pseudo) ultimate beneficial owner with the UBO Register.

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

In the event that a share is issued, the board must prepare a description of the non-cash contribution, including the value attributed to the relevant assets being contributed. No external valuation is required. Share premium contributions – i.e. equity contributions without issuing shares are possible.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

Share cancellations and share repurchases are subject to having sufficient equity.

Share repurchases must be effected in the manner of any other share transfer.

Capital reductions can also occur by decreasing the nominal value of the shares through an amendment of the Articles by means of a deed executed before a civil law notary in the Netherlands.

Any requirements with respect to distributions to shareholders?

Generally, the general meeting must adopt a resolution to make a distribution; the Management Board must approve any distribution, as part of which it must verify whether the BV's equity (decreased by any reserves that must be kept by law or the Articles of the BV), is sufficient to make the distribution and whether the BV will remain able to pay its due and payable debts.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

Yes, the provisions in such agreement should not contradict the Articles, but additional and/or more detailed provisions are allowed.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

The BV must maintain its business address and have directors. The shareholders must each year hold their annual general meeting (or adopt a resolution in writing). In addition, annual accounts must be prepared and adopted each year and the applicable tax filings must be made.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

For 2025: 19% (for profits less than EUR 200,000) and 25.8% for profits beyond EUR 200,000 (subject to tax reform). Various exemptions and special rules may apply.

Summary of any specific matters, e.g. recent or prospective major legal developments

Currently, a new envisaged statutory regulation aiming to improve the recognition of social enterprises is approaching. The regulation outline for the so called BVm (maatschappelijke BV) was made available for public consultation on 9 March 2021 until 7 May 2021. The BVm, a private limited liability company the main statutory objective of which is to achieve a social impact, rather than generating profit and which reinvests its surplus mainly to achieve these goals, shall thus act as an intermediate form between the BV and the foundation. The formal legislative proposal is yet to be submitted to the Dutch House of Representatives. However, it is unclear when this will happen. The Dutch House of Representatives has in April 2024 asked the government to propose statutory regulation specifically for Steward Ownership companies. It is also unclear when this will happen.

No further imminent major legal developments are expected in 2025.

General: Dutch BVs are widely used in international structures, since BVs can acquire assets in and outside the Netherlands, and the shares in a BV can be held by foreign persons and entities.

Furthermore, Dutch BVs are widely used since the Netherlands has a broad network of tax treaties (subject to anti abuse rules) and is party to a great number of Bilateral Investment Treaties.