A (, lit. "private partnership"; , , ) or (SRL) is the Dutch and Belgian version of a private limited liability company. The company is owned by shareholders; the company's

shares In financial markets, a share (sometimes referred to as stock or equity) is a unit of equity ownership in the capital stock of a corporation. It can refer to units of mutual funds, limited partnerships, and real estate investment trusts. Sha ...

are privately registered and not freely transferable. It is the most common form of limited company in the

Netherlands , Terminology of the Low Countries, informally Holland, is a country in Northwestern Europe, with Caribbean Netherlands, overseas territories in the Caribbean. It is the largest of the four constituent countries of the Kingdom of the Nether ...

and

Belgium Belgium, officially the Kingdom of Belgium, is a country in Northwestern Europe. Situated in a coastal lowland region known as the Low Countries, it is bordered by the Netherlands to the north, Germany to the east, Luxembourg to the southeas ...

. A Dutch bv may be created by one or more individuals or

legal entities In law, a legal person is any person or legal entity that can do the things a human person is usually able to do in law – such as enter into contracts, sue and be sued, own property, and so on. The reason for the term "''legal'' person" is t ...

, Dutch or foreign, with a minimum

paid in capital Paid-in capital (also paid-up capital and contributed capital) is capital that is contributed to a corporation by investors by purchase of stock from the corporation, the primary market, not by purchase of stock in the open market from ...

€ The euro sign () is the currency sign used for the euro, the official currency of the eurozone. The design was presented to the public by the European Commission on 12 December 1996. It consists of a stylized letter E (or epsilon), crossed by t ...

1. A

notarized A notary is a person authorised to perform acts in legal affairs, in particular witnessing signatures on documents. The form that the notarial profession takes varies with local legal systems. A notary, while a legal professional, is distin ...

deed A deed is a legal document that is signed and delivered, especially concerning the ownership of property or legal rights. Specifically, in common law, a deed is any legal instrument in writing which passes, affirms or confirms an interest, right ...

of incorporation is executed and filed. The deed must be in Dutch. It must contain details of the incorporators, and of the initial Members of the Board, their amounts of participation and payments of initial capital. The deed also contains the

Articles of Association In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document that, along with the memorandum of association (where applicable), forms the company's constitution. The ...

, consisting of at least: * the company name (which must begin or end with "bv") * the city where the company has its registered

seat A seat is a place to sit. The term may encompass additional features, such as back, armrest, head restraint but may also refer to concentrations of power in a wider sense (i.e " seat (legal entity)"). See disambiguation. Types of seat The ...

* the purpose of the company * the issued share capital and

paid-in capital Paid-in capital (also paid-up capital and contributed capital) is capital that is contributed to a corporation by investors by purchase of stock from the corporation, the primary market, not by purchase of stock in the open market fro ...

* the par value(s) of stock * the conditions for share transfer The authorized capital is the maximum capital that may subsequently be issued without altering the Articles of Association; it may be up to a maximum of five times the initial capital. Unlike its UK equivalent, a

private company limited by shares A private company limited by shares is a class of private limited company incorporated under the laws of England and Wales, Hong Kong, Northern Ireland, Scotland, certain Commonwealth jurisdictions, and the Republic of Ireland. It has shareh ...

, a bv company is not required to make its company accounts publicly available.Morgan, John (17 April 2014
"Private college goes Dutch but says profits are taxed in UK"
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Times Higher Education ''Times Higher Education'' (''THE''), formerly ''The Times Higher Education Supplement'' (''The THES''), is a British magazine reporting specifically on news and issues related to higher education. Ownership TPG Capital acquired TSL Education ...

''. Retrieved 5 May 2016. Contrast with the publicly traded form of company: , which was also used in Dutch privately held companies until the introduction of the bv in 29 June 1971.

Fiscal aspects

Corporate income tax will be levied on the profits of the bv. The general assembly of shareholders decide on what manner the profit after corporate tax will be distributed. The profits will be distributed to the shareholders as

dividend A dividend is a distribution of profits by a corporation to its shareholders, after which the stock exchange decreases the price of the stock by the dividend to remove volatility. The market has no control over the stock price on open on the ex ...

. The bv is responsible for withholding the dividend tax which is due for payment to the shareholders. The usual dividend tax rate is 15%.

Advantages

* Opening a Dutch BV company required minimum

€1. * If the Dutch BV has an annual turnover of up to €20,000, it can take advantage of the small businesses scheme (KOR). * If any non EU-resident qualifies as wealthy foreigner in the sense of Dutch immigration law, a 5 years resident permit can be obtained. * The Dutch BV has one of the lowest tax rates in Western Europe. * A BV may be formed and operated by non-resident persons.

References

{{Reflist Dutch words and phrases Types of business entity

Fiscal aspects

Advantages

See also

References