Legal forms (BV, NV, VOF etc.)
The right legal form and tax is a difficult matter for many entrepreneurs and private individuals, while there are so many opportunities for the entrepreneur. It goes without saying that you do not file an incorrect tax return, apply prohibited tax constructions or keep a sloppy administration. When you delve into tax matters, or receive expert tax advice on tax regulations and laws, there are important benefits to be gained and you are protected against sanctions, fines, legal proceedings and the like.
Our reliable expert tax specialists, who all have years of experience, see every opportunity. We turn these opportunities into benefits for our customers and protect them. Often this has immediate results, so that the financial position improves. All our tax specialists have years of experience and the mr. title.
Legal form
The form chosen for the exercise of your business is the legal form. The legal form determines, among other things, the tax obligations. The owner of a company is the legal entity. This legal entity has a tax liability. The legal form also determines liability. There are two types of legal forms. Namely, the legal forms without and with legal personality. This determines whether or not an entrepreneur is privately liable for debts from the company.
Legal forms without legal personality
In each of the legal forms below, one is liable with the entire private assets for debts from the company. The most common are:
- Sole proprietorship;
- General partnership (VOF)
- Company
- Limited partnership (CV)
Legal forms with legal personality
In the case of a legal form with legal personality, you are only liable for private assets in exceptional cases. These are the following legal forms:
- Private Limited Company (BV)
- Public limited company (NV)
- Association
- Foundation
The different legal forms highlighted
- Sole proprietorship
The vast majority of companies in the Netherlands are started as a sole proprietorship. That's mainly because it's quick and easy to set up. In addition, it usually offers more tax benefits in the beginning than with a B.V. On the other hand, you are privately liable for any debts that the company incurs.
- V.O.F. (General partnership)
A VOF is similar to a sole proprietorship, but with this legal form you choose to enter into a partnership with other entrepreneurs. You are then jointly united in the company. All partners contribute something to the company. For example, money, goods or labor. When starting a VOF, a minimum capital is not a requirement. Even with this legal form, the various partners are personally liable in the event of any debts.
- Limited partnership (cv)
Do you want to start a VOF but do you lack the required capital in principle? Then you can choose to set up a CV. Then there is a silent partner (also called a limited partner), who is involved in your company as a lender. In this way, this lender is directly involved in your company.
- Company
The partnership is a collaboration between 2 or more partners (sizes) who run 1 company under a common name. Within the partnership, the partner manages his own company and is responsible for it. For example, general practitioners and architects are often united in a partnership. A big difference with the VOF is that each partner is responsible for debts etc. With a partnership, you are in principle only responsible for your own part.
- Private limited company (BV)
This is a legal form with legal personality. The directors of this company are therefore not privately liable for any debts. The debts are in the name of the company. The capital of a B.V. is divided into shares, which are held by the shareholders. They have the most power in this legal form and together have the right to make decisions about the company. These decisions are taken at the general meeting of shareholders. In order to establish this legal form, a deed must be drawn up at the notary and the company must be registered in the commercial register of the Chamber of Commerce. In addition, a BV is obliged to draw up annual accounts and to file them with the Chamber of Commerce.
- Public limited company (NV)
This is a company in which the capital is divided into shares, just like with a BV. What are the differences between these two legal forms? A public limited company can issue registered shares, but also shares that are freely tradable (bearer shares). In the case of a private limited company, registered shares can only be transferred via the notary. In addition, a minimum share capital of € 45,000 must be issued for a NV, but € 0.01 for a BV.
- Association
Do you have a certain goal or a certain wish that you would like to achieve together with others without the intention of making a profit. For example, making music, a sports club or improving a shopping area. Then it is possible to make a choice for an association as a legal form. An association always has several members (at least 2) who make decisions about the foundation in a members' meeting. During this meeting, all decisions are taken by the members. An association receives the income of its members in the form of membership fees.
- Foundation
Do you have a certain social or social goal that you want to achieve without the intention of making a profit, and you have a starting capital available for this. Then a foundation is a possibility for you as a legal form. A foundation does not have members like an association who determine the policy. A foundation has a foundation board that makes the decisions. This foundation board is appointed by the founders. A foundation receives income from donors.
Legal form taxation and costs
When you start and your company makes relatively little profit, a sole proprietorship, VOF or partnership is often the most advantageous for tax purposes. There is a self-employed deduction and there is no obligation to have annual accounts, which entails the necessary costs.
A BV or NV does have this obligation to provide annual accounts. A notarial deed is also required upon incorporation. A BV has higher costs but a lower tax burden than a sole proprietorship, partnership or VOF. This is because the BV and/ or NV is obliged to pay corporation tax instead of income tax.
Choosing the right legal form
Choosing the right legal form is a difficult matter for many entrepreneurs and private individuals. Partly due to our expert tax specialists, who all have years of experience (all tax specialists have years of experience and mr. title), we see all the possibilities. We turn these opportunities into benefits for our customers and protect them. Choosing the right legal form is an easy task for us.
Questions from entrepreneurs about the legal forms
Below are questions that we regularly receive from entrepreneurs about legal forms.
- Which legal form is most suitable for me?
- When is it best to change my legal form, for example from sole proprietorship to BV?
- When do I choose a legal form?
- Which legal form should I choose when starting with others?
There are many other tax questions and issues asked to our tax specialists than the above regarding legal forms. You can also submit all these questions to us. We provide clarity and solve your tax issue or question.
Why tax advice from AGA Fiscalisten about the legal form?
AGA Fiscalisten stands for high-quality expert tax advice. All our tax specialists are senior tax specialists, have years of tax experience, and have graduated from the university in tax law and hold the title "mr.".
A (senior) tax specialist specializes in tax law while a tax advisor has only completed tax courses. A tax advisor has much less knowledge than a tax specialist and often makes mistakes with potentially significant financial consequences. It is wise not to settle for a non-qualified tax advisor, but to engage an expert senior tax specialist. This way you avoid problems, fines or procedures and you do not miss out on tax benefits due to advice that is not sufficiently expert.
High quality tax specialist; Master title mr. and years of experience
All our tax specialists have years of tax experience and the "mr." title. The most recent developments and changes concern taxation and all relevant legislation is studied and discussed by our tax specialists. This gives us the opportunity to clarify all the problems and issues about taxation. We achieve the best possible result for our customers. Tax advice, tax returns, financial advice, legal advice or discussion partner, AGA Fiscalisten will arrange it for you!
Contact AGA Fiscalisten
The tax specialists of AGA Fiscalisten can do a lot for you, from an answer or advice to your tax questions to guidance throughout the entire process. If you have any questions or issues and would like high-quality tax advice, please contact one of our expert experienced tax specialists for an intake interview free of charge and without obligation.
NEED TAX ADVICE? Call: 040-8489888 1st free and non-binding intake interview. Available by phone: Monday to Friday between 09.00h and 20.00h) We can also be reached by e-mail: info@agafiscalisten.nl or via the contact form on the right side of our website.
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