In the Netherlands public limited companies (N.V.s) and private limited companies (B.V.s) are both artificial persons incorporated by notarial deed. Both legal forms have capital divided into shares. In addition they both have, besides the general meeting of shareholders, at any rate a management board and possibly a supervisory board. However, there are also differences between these two legal forms. For example, the articles of association of a B.V. must always contain transfer restrictions, as a result of which the shares cannot be transferred freely. In addition, unlike an N.V. a B.V. may not issue any share certificates. Other important differences are, for example, the minimum amount of paid-up capital and capital protection rules.

CMS Derks Star Busmann advises you in choosing the most appropriate legal form of your business and drawing up the articles of association. Our civil-law notaries will take care of the incorporation and make sure that all the prescribed formalities are observed. Think, for example, of drawing up the notarial deed that the law requires for incorporation, the application for a certificate of no objection from the Ministry of Justice and filing the company with the Commercial Register of the Chamber of Commerce. We can also assist if you need to make any amendments to the articles of association of a B.V. or N.V.

Our tax specialists can also advise you on all tax aspects that may play a role in incorporating a B.V. or N.V.