A (, lit. " closed company"; formally a , , ) or (SRL) is the Dutch and Belgian version of a

private limited liability company A private limited company is any type of business entity in "private" ownership used in many jurisdictions, in contrast to a publicly listed company, with some differences from country to country. Examples include the '' LLC'' in the United Sta ...

. 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 ) , anthem = ( en, "William of Nassau") , image_map = , map_caption = , subdivision_type = Sovereign state , subdivision_name = Kingdom of the Netherlands , established_title = Before independence , established_date = Spanish Netherl ...

and

Belgium Belgium, ; french: Belgique ; german: Belgien officially the Kingdom of Belgium, is a country in Northwestern Europe. The country is bordered by the Netherlands to the north, Germany to the east, Luxembourg to the southeast, France to th ...

. 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 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 disti ...

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 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 ...

, 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 ''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. 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

€ 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

Dutch words and phrases Types of business entity {{Business-term-stub

Fiscal aspects

Advantages

See also

References