There are many companies operating in the tech sector. Many of these enterprises begin as a start-up or scale-up. When starting a business, it is important to choose the right legal form. The Contract and Enterprise professionals in tech from BG.legal can help you with that.
Legal forms in the Netherlands
In the Netherlands a distinction is made between legal forms with and without legal personality. Legal personality means that the company is an independent bearer of rights and obligations. The following legal forms have no legal personality:
- Sole proprietorship
- General partnership (vof)
- Limited partnership (cv)
- Partnership
In fact, these companies consist solely of one or more natural persons. From a tax point of view, a start-up often chooses a legal form without legal personality. However, from a legal perspective, this is not always the wisest choice. This is because in a legal form without legal personality, the owners are liable for the debts of the company with their private assets and property. For this reason, we advise you to choose a legal form with a legal personality so that the company is an independent bearer of rights and obligations. Below we briefly explain the most common business legal forms with legal personality:
Limited liability company (bv)
The private limited company is the most commonly used legal form with legal personality in the Netherlands. There are several legal requirements that must be met to establish a limited liability company:
- A notarial deed must be drawn up containing the articles of incorporation;
- At least 1 euro cent (in cash or in kind) must be paid into the company as initial capital;
- Registration in the Dutch Trade Register;
- Registration with the tax authorities.
Limited liability company (nv)
The other legal form with legal personality is the public limited company. The public limited company also requires a notarial deed with articles of association, registration in the Dutch Trade Register and a starting capital of at least €45,000. Because of this high initial investment, a limited liability company is especially suitable for a larger company. Thus, this is probably not the most attractive legal form for a start-up company.
Shareholders Agreement
In addition to choosing the right corporate structure, it is also important to make agreements with business partners. Should you choose a BV or NV, you will have to deal with shareholders. A shareholders' agreement can then be drawn up. Although this is not an obligation, it is wise to have it drawn up. In this agreement you make arrangements with your business partners for good times and bad. Consider the situation in which one of the shareholders dies. Or the mutual rights and obligations of the parties or the distribution of profits and maintaining a capital base. The shareholders' agreement regulates matters preventively, thus reducing the chance of conflicts afterwards.
Need advice?
When choosing the right legal form and drafting a shareholders' agreement, seeking legal advice is advisable. Do you need help with this? Or do you have other questions regarding Contract and Enterprise in the tech sector? If so, our specialists are ready to assist you. Contact us today for a consultation.
