What does BV mean in Netherlands?

The Netherlands offers two options for registering a company with limited liability (LLC) of the shareholders: a public LLC or Naamloze Venootschap abbreviated as NV, and a private LLC, Besloten Vennootschap, abbreviated as BV.Both the NV and the BV represent separate legal entities.Read more: BV NV difference

Are there any other differences between BVs and NVs, besides that one of them is private and the other public?

The requirements for BVs are almost identical to the ones for NVs, but there are some differences between the entities. The main ones are outlined below: a) Bearer shares can be issued only by NVs. b) Only NVs are allowed to list shares on the Exchange Market. c) The minimum share capital that needs to be issued and deposited for NVs is 45 000 EUR. No minimum requirement is set for BVs. d) NVs can buy back one tenth of the issued share capital while BVs can buy back the whole capital, on the condition that a single share giving the right to vote is owned by another party.Read more: Doing business in the Netherlands Dutch BV taxation

Are the applications for BV registration subject to approval by the government?

According to the current Dutch legislation, no approval from the government is required for the official formation of a private LLC.

Are there any requirements regarding BV structure?

Dutch LLCs need to have a minimum of one Managing Director and a Shareholder. The assignment of Supervisors representing the Shareholders in the Managing Board of the company is optional.

What role does the Managing Director play?

The Director of a company with limited liability established in the Netherlands does not have to be a national or a resident of the country.Even other corporations can perform the functions of Managing Directors. The Managing Board (composed of a minimum of one Director) deals with the administration and management of the LLC, its daily routine and business operations. The Managing Board represents the LLC.In case the Board includes several members, the Articles / Memorandum of Association (AoA / MoA) must specify whether the Dutch LLC can be represented individually by each member, or joint action is required. Regardless of the distribution of obligations and tasks among the Directors, each of them can, generally, be held personally liable with regard to the company’s debts.Read more: Setting up a company in the Netherlands Netherlands company formation cost

Procedure for amendment of corporate documents of private LLCs

The Articles of Association can be fully or partially amended by holding a general meeting of the Shareholders.

Any amendments enter into force upon the execution of an Amendment Deed before a notary and must be drafted in Dutch. Rights of third parties (that do not act in the capacity of Shareholders) granted by virtue of the Incorporation Deed can be amended only with the consent of the third parties.

Deed of incorporation Netherlands
Netherlands company register

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Related FAQs

1. What does BV mean in Netherlands?
2. Are there any other differences between BVs and NVs, besides that one of them is private and the other public?
3. Are the applications for BV registration subject to approval by the government?
4. Are there any requirements regarding BV structure?
5. What role does the Managing Director play?
6. What are the functions of the Supervisory Directors, if relevant?
7. Does the incorporation of BV require the existence of Shareholders?
8. What does the Incorporation Deed represent?
9. Who carries the liability with respect to the operations of the private LLC?
10. Is there a minimum capital required in order to incorporate a BV?
11. Why should I incorporate a Dutch BV company?
12. What are the other advantages provided by the new and flexible Act on BVs?
13. Is the new BV Act applicable to all BVs in the Netherlands or to those registered after its entry into force?
14. In summary, what does the new Act provide for?
15. Taxation of a Dutch BV
16. What is the procedure for BV incorporation?
17. How is the BV included in the Commercial Registry?
18. What are the requirements regarding the purpose and range of activities of a private Dutch LLC?
19. Is a BV eligible to own assets?
20. Do BVs pay corporate tax?
21. Are private LLCs subject to a withholding tax on royalties, interest and dividends?
22. What are the accounting requirements for private Dutch LLCs?
23. Are Dutch LLCs obliged to hold Yearly General Meetings (YGM)?
24. What advantages does a BV offer?
25. Are information of BVI public records?
26. Is A BV The Same As A LLC?

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