Which is the best choice? Employ a bookkeeper or outsource it to an accounting firm? Read more about it here.
Which form of enterprise suits your business? Many times, the choice of legal form is based on tax benefits. However, it is also wise to consider other aspects. After all, the form of enterprise determines how the company is viewed legally and fiscally. Among other things, it indicates whether the entrepreneur is privately liable, how taxation works and whether he or she is entitled to certain deductions. The legal form also plays a role in how you should manage administration and how you cooperate with others. We advise start-ups in choosing the right legal form. We can also help convert the form of enterprise (conversion from Dutch sole proprietorship to besloten vennootschap) if necessary.
When choosing a particular legal form, such as sole proprietorship, general partnership (GP) or besloten vennootschap (BV), the entrepreneur weighs up the pros and cons of the various business forms. Aspects such as starting situation, costs, tax and legal consequences also play a role.
A company without legal personality means that the entrepreneur is privately liable for the obligations of the company. This is also known as “joint and several liability”. There is no separation between business and private assets. If something goes wrong on behalf of the business, the entrepreneur is 100% liable for the debt, ultimately including his private assets. So these are things you should pay close attention to when choosing a company without legal personality. The different company forms you can choose from are:
Partnership
Limited partnership
Shipping company
As a start-up company, you are eligible for tax breaks - subject to conditions. Ultimately, this results in less tax. Think of self-employed deduction, start-up deduction and SME profit exemption.
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You can also opt for a legal entity form. The owners are separate from the company and, in principle, are not liable for its actions. It is also common for entrepreneurs to want to convert the one-man business (or general partnership) into a private limited company. We help draw up the right contribution documents for this. There are several private company forms to choose from:
Different tax rules apply within these forms of enterprise. One often starts with an one-man business (or general partnership) and if sufficient profit is made, it is fiscally interesting to convert the legal form into a bv (holding structure). Also, when more risks are taken (staff, financing or renting) it is common to opt for a bv because of liability risks.
Foreign legal forms are also common in the Netherlands, especially for international collaborations or if your company operates in several countries. Consider, for example, foreign forms of a Dutch bv, such as a Ltd from the UK or a GmbH from Germany. These forms may be attractive because of tax advantages or a different form of liability. Yet in the Netherlands, specific rules apply to foreign company forms. You will have to deal with both Dutch and foreign law, which requires extra attention. It is important to research carefully what this means for your situation, so that you are not faced with any surprises.
We can advise on which legal form is most suitable for you. Together, we will map out the pros and cons of the various legal forms and determine what best suits your business. Make an appointment and find out what we can do for you.
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Which is the best choice? Employ a bookkeeper or outsource it to an accounting firm? Read more about it here.
What is the role of a shareholders' agreement and why should you include it when setting up a bv? Read more about it here.
Read here what you need to consider when setting up a bv with a foreign shareholder.
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