A (, lit. "
closed company"; formally a , , ) 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 is a unit of equity ownership in the capital stock of a corporation, and can refer to units of mutual funds, limited partnerships, and real estate investment trusts. Share capital refers to all of the shares of an ...
are privately registered and not freely transferable. It is the most common form of limited company in the
Netherlands and
Belgium.
A Dutch bv may be created by one or more individuals or
legal entities, 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 other sto ...
of less than
€
The euro sign () is the currency sign used for the euro, the official currency of the eurozone and unilaterally adopted by Kosovo and Montenegro. The design was presented to the public by the European Commission on 12 December 1996. It consists o ...
1. A
notarized deed
In common law, a deed is any legal instrument in writing which passes, affirms or confirms an interest, right, or property and that is signed, attested, delivered, and in some jurisdictions, sealed. It is commonly associated with transferring ...
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 which, along with the memorandum of association (in cases where it exists) form the company's constituti ...
, 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 also headquarters in a wider sense.
Types of seat
The following are examples of different kinds of seat:
* Armchair (furniture), ...
* the purpose of the company
* the
issued share capital and
paid-in capital
* 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 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"
'' Times Higher Education''. Retrieved 5 May 2016. The Dutch BV must have a corporeal address in the Netherlands.
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 that will be distributed to the shareholders is called ''dividend''. 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
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 other sto ...
€ 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.
See also
*
Types of business entity
A business entity is an entity that is formed and administered as per corporate law in order to engage in business activities, charitable work, or other activities allowable. Most often, business entities are formed to sell a product or a servi ...
*
AB (''Aktiebolag'', the corresponding concept in
Sweden
Sweden, formally the Kingdom of Sweden,The United Nations Group of Experts on Geographical Names states that the country's formal name is the Kingdom of SwedenUNGEGN World Geographical Names, Sweden./ref> is a Nordic country located on ...
)
*
ApS
APS or Aps or aps or similar may refer to:
Education
* Abbottabad Public School
* Adarsh Public School, a public school in New Delhi, India
* Alamogordo Public Schools
* Albuquerque Public Schools, New Mexico, US school district
* Allendale Publ ...
(''Anpartsselskab'', the corresponding concept in
Denmark)
*
Co., Ltd./YK and
GK (''YÅ«gen gaisha'' and ''GÅdÅ gaisha'', the corresponding concept in
Japan
Japan ( ja, 日本, or , and formally , ''Nihonkoku'') is an island country in East Asia. It is situated in the northwest Pacific Ocean, and is bordered on the west by the Sea of Japan, while extending from the Sea of Okhotsk in the north ...
)
*
GmbH (''Gesellschaft mit beschränkter Haftung'', the corresponding concept in
Germany,
Austria and
Switzerland
). Swiss law does not designate a ''capital'' as such, but the federal parliament and government are installed in Bern, while other federal institutions, such as the federal courts, are in other cities (Bellinzona, Lausanne, Luzern, Neuchâtel ...
)
*
LLC
A limited liability company (LLC for short) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a ...
(the corresponding concept in the
United States.)
*
Ltd.
A private company limited by shares is a class of private limited company incorporated under the laws of England and Wales, Northern Ireland, Scotland, certain Commonwealth countries, and the Republic of Ireland. It has shareholders with limit ...
(''Limited'', the corresponding concept in the
UK,
Ireland and
Kenya)
*
OY (''Osakeyhtiö'', the corresponding concept in
Finland)
*
Pty. Ltd.
A proprietary company, the characteristic of which is abbreviated as "Pty", is a form of privately held company in Australia, Namibia and South Africa that is either limited company, limited or unlimited company, unlimited. However, unlike a pu ...
(''proprietary company'', the corresponding concept in
Australia
Australia, officially the Commonwealth of Australia, is a Sovereign state, sovereign country comprising the mainland of the Australia (continent), Australian continent, the island of Tasmania, and numerous List of islands of Australia, sma ...
and
South Africa)
*
SARL (''Société à responsabilité limitée'', the corresponding concept in
France,
Morocco,
Switzerland
). Swiss law does not designate a ''capital'' as such, but the federal parliament and government are installed in Bern, while other federal institutions, such as the federal courts, are in other cities (Bellinzona, Lausanne, Luzern, Neuchâtel ...
and
Luxembourg)
*
S.R.L. (''Sociedad de responsabilidad limitada''; ''Società a responsabilità limitata''; ''Societate cu răspundere limitată'', the corresponding concept in
Argentina,
Italy (S.r.l.) and
Romania respectively)
References
Dutch words and phrases
Types of business entity
{{Business-term-stub