Corporation Formation

Alvadas facilitates corporation formation of a Dutch limited partnership (commanditaire vennootschap), Dutch foundation (stichting), Dutch association (vereniging), or Dutch ecclesiastical entity (kerkelijke rechtspersoon), and other corporations around the globe. In Curaçao, Hong Kong and Monaco, for example.

Setting-up a Dutch Limited Partnership

A Dutch Limited Partnership, also known as ‘Commanditaire Vennootschap’ (C.V.) in Dutch, is similar in its composition to most limited partnerships in other jurisdictions.

The Dutch Limited Partnership is a partnership with key differences affecting the roles of the partners. There is a general or managing partner who manages the day to day affairs of the C.V., and represents it in dealings with third parties. The general partner is jointly and severally liable for the debts of the C.V.. Then, there is the limited partner(s); this partner contributes to the partnership a certain amount of capital. His liability is limited to the amount of capital contributed. A limited partner is prohibited from directly managing the affairs of the C.V.; however, s/he can represent the general partner as an attorney-in-fact.

If a limited partner is involved in the direct management of a C.V. he forfeits his right to the protection of limited liability and becomes jointly and severally liable for the debts of the partnership, together with the general or managing partner(s). Dutch partnerships are formed by either a notarial or a private deed.

If required, Alvadas can support you with the formation and registration in the Dutch Commercial Register of your Dutch limited partnership (‘commanditaire vennootschap’ (C.V.), including drafting the articles of the partnership agreement. No civil-law notary is required for setting up a Dutch denomination.

Setting-up a Dutch Foundation

A Dutch Foundation, also known as ‘stichting’ in Dutch, is intended for people who are looking to support a social or not-for-profit cause, e.g. nature conservation, cultural heritage or a charity. In that case there is the possibility to create a legal entity in the form of a Dutch foundation (‘stichting’).

To create this type of legal entity, you need a civil-law notary to draft a deed, stating that you have created a ‘stichting’ and listing its statutes. It’s possible to set up a foundation on your own or with other individuals and/or legal entities. You can even do this posthumously in your will.

A ‘stichting’s’ statutes should include: a) name, including the word ‘stichting’; b) purpose/cause; c) procedures for appointing and removing officers; d) location; e) decision-making procedures; f) procedures and payments in the event of dissolution.

Statutes often also include rules about the foundation’s organisation. Be aware that you need a civil-law notary to amend the deed whenever you need to amend your foundation’s statutes.

If required, Alvadas can support you with the formation of your Dutch foundation (‘stichting’), including drafting the articles of foundation and house rules in addition to the statutes. We will do this in close collaboration with our civil-law notary.

If you meet the requirements set by the Dutch tax authorities, your Dutch foundation can be considered as an institution for the general benefit, also known as ‘algemeen nut beogende instelling’ (ANBI) in Dutch, by the Dutch revenue. Alvadas can guide you through the application procedure to obtain the status of ANBI.

Setting-up a Dutch Association

A Dutch Association, also known as ‘vereniging’ in Dutch, is intended for people who want to achieve a given objective with other like-minded individuals, e.g. improving a shopping street, participating in a sport, or making music. In that case there is the possibility to create a legal entity in the form of this type of corporation.

The key features of a Dutch association are: a) it has at least 2 members; b) the meeting of members (‘ledenvergadering’ in Dutch) has full power and authority; c) each member is entitled to a vote; d) the ‘ledenvergadering’ appoints the Committee; e) the Committee consists of (at least) a chair, secretary and treasurer.

There are essentially two types of an association (‘vereniging’) in the Netherlands:

Dutch Association with Full Legal Capacity

If you set up a Dutch association with full legal capacity (‘volledige rechtsbevoegdheid’ in Dutch), then in theory the Committee Members will not be personally liable for its obligations. For this type of ‘vereniging’ you need a civil-law notary to draft a deed, stating that you have created a ‘vereniging’ and listing its statutes.

These include: a) name, including the word ‘vereniging’; b) purpose (profit sharing for members is not a valid purpose or objective); c) member requirements; d) procedures for calling general meeting of members; e) rules for appointing and removing committee members; f) allocation of surplus after dissolution.

Be aware that you need a civil-law notary to amend the deed whenever you need to amend your ‘vereniging’s’ statutes. Associations also have house rules in addition to their articles of association. These detail the ‘vereniging’s’ practical day-to-day affairs. But you do not need a civil-law notary for these house rules.

A Dutch association with full legal capacity has the same rights and duties as a member of the public. For example, they can take out loans and own and inherit registered property. And subsidy providers often require that associations have full legal capacity.

If required, Alvadas can support you with the formation of your Dutch association with full legal capacity (‘vereniging met volledige rechtsbevoegdheid’), including drafting the articles of association and house rules in addition to the statutes. We will do this in close collaboration with our civil-law notary.

Dutch Association with Limited Legal Capacity

If you opt to set up a Dutch association without a civil-law notary, it will only have limited legal capacity (‘beperkte rechtsbevoegdheid’ in Dutch) and you are personally liable for its obligations. You can, however, limit your liability by listing your ‘vereniging’ in the Dutch Commercial Register. Be aware that a Dutch association with ‘limited legal capacity’ cannot own a registered property, e.g. real estate.

If required, Alvadas can support you with the formation and registration in the Dutch Commercial Register of your Dutch association with limited legal capacity (‘vereniging met beperkte rechtsbevoegdheid’), including drafting the articles of association and house rules in addition to the statutes. No civil-law notary is required for setting up a Dutch association with limited legal capacity.

Setting-up a Dutch Denomination

A Dutch Denomination, also known as ‘kerkgenootschap’ in Dutch, is originated as a structure for religious purposes. Since the introduction of the Civil Code in the Netherlands around 1848 (resulting from the French Civil Code) there has been an explicit separation between church and state. This means that the Dutch state has no say about the experience of faith and the practice of religion within all denominations of the Netherlands.

In the Netherlands, Article 2 of Book 2 of the Civil Code states that “denominations as well as their independent divisions and bodies in which they are united” have legal personality. The Commercial Register (‘Handelsregister’ in Dutch) Act 2007 stipulates that from 1 July 2008 such churches must register in the Commercial Register of companies and legal entities; this register is kept by the Dutch Chamber of Commerce (‘Kamer van Koophandel’ in Dutch).

If required, Alvadas can support you with the formation and registration in the Dutch Commercial Register of your ecclesiastical entity (‘kerkelijke rechtspersoon’ in Dutch), Including drafting the articles of denomination and house rules in addition to the statutes. No civil-law notary is required for setting up a Dutch denomination.

If you meet the requirements set by the Dutch tax authorities, your Dutch denomination can be considered as an institution for the general benefit, also known as ‘algemeen nut beogende instelling’ (ANBI) in Dutch, by the Dutch revenue. Alvadas can guide you through the application procedure to obtain the status of ANBI.