Business operations in the Netherlands can be established with or without a legal personality. If a legal entity has legal personality, the entrepreneur cannot be held liable for more than the sum they contributed to the company’s capital.
Dutch law recognises two types of companies, both of which possess legal personality: the private limited liability company (besloten vennootschap met beperkte aansprakelijkheid – BV) and the public limited liability company (naamloze vennootschap – NV). These legal entities are commonly used for doing business in the Netherlands. Other frequently used legal entities in the Netherlands are the cooperative (coöperatie) and the foundation (stichting). The foundation is a common form used within the non-profit and health care sector.
Other common business forms are the sole proprietorship (eenmanszaak), the general partnership (vennootschap onder firma – VOF), the (civil) partnership (maatschap) and the limited partnership (commanditaire vennootschap – CV). Notably, none of these forms possess legal personality, and as a consequence thereof, the owner or owners will be fully liable for the obligations
of the entity.
All entrepreneurs engaged in commercial activities, as well as legal entities, are obligated to register their business with the Trade Register (Handelsregister) at the Chamber of Commerce (Kamer van Koophandel). This section covers the aforementioned legal entities for conducting business in the Netherlands from a legal
perspective. After addressing the distinction between a subsidiary and a branch, the aforementioned entities will be elaborated upon in detail. Subsequently, a summary of the status of intellectual property rights in the Netherlands will be provided. Furthermore, this manual will explain the advantages and disadvantages of doing business through a subsidiary or a branch.