Netherlands Company Forms Guide

NV — Naamloze Vennootschap (Public Limited Company)

• Formation: The NV is incorporated by notarial deed, requires a minimum capital of €45,000 (fully paid-up), and must have a Raad van Commissarissen (supervisory board) if it is a large NV (werkzame NV — >€16M assets, >100 employees, and a works council). The NV is registered with the KvK and the Autoriteit Financiële Markten (AFM) if its securities are publicly traded.
• Tax treatment: The NV is subject to standard corporate tax (25.8%). Dividend withholding tax: 15% (same as BV). The NV cannot use the small business tax credits (MKB-winstvrijstelling) — but this is rarely relevant as NVs are typically large. NVs can issue bearer shares (toonder aandelen) — BVs cannot (all BV shares must be registered).
• Best for: Publicly listed companies (Euronext Amsterdam), large financial institutions (banks, insurers — often required by law to be an NV), and companies planning an IPO. The NV is rarely used for private businesses — the BV is more flexible and less costly.

Coöperatie (Cooperative)

• Formation: The coöperatie is formed by notarial deed with at least two members (leden). It must register with the KvK. The cooperative has no share capital — it has members who contribute capital and share in the cooperative's profits. The cooperative has a board (bestuur) elected by the members. There is no minimum capital requirement.
• Tax treatment: The cooperative is subject to corporate tax at 25.8% on its profits. Distributions to members are not subject to dividend withholding tax — this is the cooperative's key tax advantage over the BV. The cooperative must have genuine member activity (not just capital holding) — the Belastingdienst may recharacterise a cooperative as a BV if it is formed purely for tax avoidance (the cooperative decree / Besluit Coöperatie). The cooperative can qualify for the participation exemption on its subsidiary holdings.
• Best for: Joint ventures between multiple businesses (where profit distribution without withholding tax is desired), agricultural cooperatives (Rabobank, FrieslandCampina, Cosun), professional services cooperatives (freelancers, consultants), and investment holding structures where the ultimate owners are EU-based and want to avoid dividend withholding tax.

Eenmanszaak (Sole Proprietorship)

• Formation: The eenmanszaak is not a separate legal entity — it is the natural person (the entrepreneur) operating a business under their own name or a trade name (handelsnaam). Registration with the KvK is required. No notarial deed or minimum capital is needed. The entrepreneur is personally liable for all business debts — there is no limited liability.
• Tax treatment: Business income is box 1 business income (winst uit onderneming), taxed at progressive rates up to 49.5% (plus social security contributions for the first ~€35,000). Key deductions: (a) zelfstandigenaftrek (entrepreneur's deduction — ~€7,280 in 2026, phased out above ~€100K profit), (b) MKB-winstvrijstelling (SME profit exemption — 13.31% of profit exempt from tax, effective rate ~21.7% on the first ~€200K), (c) startersaftrek (additional ~€3,000 for first 3 years), (d) Kleineondernemersregeling (KOR) for VAT exemption (turnover <€20,000), and (e) fiscale oudedagsreserve (FOR) — pension reserve (being phased out from 2023). The eenmanszaak is subject to social security contributions (Zvw, AOW, Wlz) on the profit.
• Best for: Freelancers (ZZP — zelfstandige zonder personeel), independent professionals, small retailers, craftspeople, and businesses starting out with low risk and low profit. The eenmanszaak offers the lowest administrative burden and the most generous tax deductions — but unlimited personal liability and no tax deferral on retained profits.

VOF — Vennootschap Onder Firma (General Partnership)

• Formation: The VOF is a partnership between two or more persons (partners) who each contribute capital, labour, or expertise. No notarial deed is required (though a written partnership agreement is strongly recommended). The VOF is registered with the KvK. Each partner is jointly and severally liable (hoofdelijk aansprakelijk) for all partnership debts.
• Tax treatment: The VOF is fiscally transparent (transparant) — the partnership itself pays no tax. Each partner's share of the VOF profit is taxed directly in their personal tax return (box 1 business income — winst uit onderneming). Partners can claim the zelfstandigenaftrek and MKB-winstvrijstelling (if they meet the urencriterium — 1,225+ hours/year). Partners are subject to social security on their profit share.
• Best for: Professional partnerships (lawyers, accountants, architects — often required by professional regulations), small joint ventures with active participation by all partners, family businesses operated by multiple family members. The VOF offers simplicity and transparency but unlimited liability.

CV — Commanditaire Vennootschap (Limited Partnership)

• Formation: The CV has two types of partners: (a) beherende vennoten (general partners) — manage the partnership and are fully liable, and (b) commanditaire vennoten (limited partners) — invest capital but do not manage and have liability limited to their investment. The CV is fiscally transparent — partners are directly taxed on their profit share. No notarial deed is required. Registration with KvK is required.
• Tax treatment: The open CV (open CV — where limited partnership interests are freely transferable without the unanimous consent of all partners) is treated as a taxable entity (subject to corporate tax) since the 2012 CV law clarification. The closed CV (gesloten CV — where limited partnership interests require unanimous consent for transfer) remains fiscally transparent. Most investment funds use the closed CV to preserve transparency. The CV is widely used in private equity, real estate, and venture capital fund structures. The CV can also qualify for the participation exemption on its subsidiary holdings (if treated as a taxable entity for Dutch purposes).
• Best for: Investment funds (private equity, real estate, venture capital — structured as closed CV for transparency), family investment vehicles, and joint ventures where limited liability for passive investors is desired without the corporate tax layer.

FGR — Fonds Voor Gemene Rekening (Contractual Fund)

• Formation: The FGR is a contractual arrangement (not a legal entity) where multiple investors pool capital for joint investment. The FGR is established by a fund agreement (fondsdocument) between the fund manager and the investors. No notarial deed or KvK registration is required (though the manager must be registered). The FGR has no legal personality — it cannot own assets directly; assets are held by a custodian (bewaarder) on behalf of the investors.
• Tax treatment: The FGR is fiscally transparent if the participation rights are indivisible and not freely transferable (closed FGR). If the participation rights are freely transferable (open FGR), the fund may be treated as a taxable entity subject to corporate tax (or treated as an FBI if it qualifies). The FGR is commonly used as a joint venture vehicle for international real estate investment — co-investment by a Dutch pension fund and a foreign investor in Dutch real estate. Each investor is directly taxable on their share of the fund's income.
• Best for: Joint venture investment vehicles, real estate co-investments, private equity fund structures where tax transparency is required, and cross-border investment structures where the fund should not be a taxable entity in the Netherlands.

For company formation procedures (notarial deed, KvK registration, tax registration), see our Starting a Business Guide →. For DGA salary requirements and gebruikelijke loon, see our DGA Guide →. For CV and FGR structuring in investment funds, see our Investment and Box 3 Guide →.