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The Netherlands
Limited liability company (NV or BV)
In the Netherlands, two types of limited liability companies are known: Private limited liability companies (BV), and public limited liability companies (NV).
In essence, there are little differences between a BV and a NV. The most notable differences are that the minimum capital requirement for a BV is EUR 18,000 and for a NV EUR 45,000, that the articles of incorporation of a BV must contain restrictions on the transfer of shares (pre-emptive rights), that a BV can only have registered shares, whereas a NV can have registered and/or bearer shares, and that only NV's can be listed on the stock exchange.
Except if it is the purpose to list the company on the stock exchange at some stage, or if there is another reason why the incorporators wish to have bearer shares issued, a BV is the most suitable Netherlands limited liability company for conducting a business.
Limited partnership (CV)
The Dutch Limited Partnership (in Dutch: Commanditaire Vennootschap, hereafter: 'CV') is a limited partnership in which there is a distinction drawn between the limited partners and the general or managing partners. The general or managing partners manage the affairs of the CV and represent it in dealings with third parties. They are jointly and severally liable for the debts of the CV. A limited partner however 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 CV, however he can represent the general partners as their attorney-in-fact. If a limited partner is involved in the direct management of a CV 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 partners.
Dutch partnerships are formed by either a notarial or a private deed. The absence of a signed deed however cannot be used to defeat the claims of third parties. It is not necessary to disclose the identity of limited partners. Foreign corporations, foundations (Netherlands Antilles SPF) and individuals can act as limited or as general or managing partner.
A CV is often set up as a tax-deferring and asset protection vehicle for portfolio investments and holding purposes for private investors in Latin America (Venezuela, Mexico, Brazil).
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