Incorporation Proceedings

What are the Dutch shareholder requirements and liabilities of a company that is set up in the Netherlands?

In principle, there are no specific shareholder requirements for a Dutch limited liability company (besloten vennootschap, ‘BV’ or naamloze vennootschap, (‘NV’)). It is sufficient to have one shareholder with voting rights and the maximum of shareholders is unlimited.

There is no restriction on the residence of the shareholders of a Dutch limited liability company. The shareholders can be private individuals or legal persons. If there is only one shareholder, the name of such shareholder must be registered in the Dutch Trade Register (Handelsregister) at the Chamber of Commerce (Kamer van Koophandel). If the company has two or more shareholders, then their details are not available on public record. The shares in the capital of a Dutch private limited liability company (besloten vennootschap, BV) may only be issued in registered form, whereas the shares in the capital of a Dutch public limited liability company (naamloze vennootschap, NV) may be in registered or bearer form. In the case of registered shares, shareholders will be registered in the shareholders register kept at the registered office of the company, which lists the names and addresses of all shareholders, number of shares, the amount paid-up on each share and the particulars of any transfer, pledge or usufruct of the shares.

Shareholders of a Dutch limited liability company are, in principle, only (financially) liable for their investment in the company, and not personally liable for any debts of the Dutch limited liability company. If the shareholders act as the factual director (actual policymaker), the shareholder could be held liable to the same extent as the formal directors. It differs in each case whether a shareholder actually acts as a director/policy maker. The shareholder may also voluntarily assume the liability for the debts of the subsidiary under application of specific financial consolidation rules.