A private limited firm, or Besloten Vennootschap (BV) in Dutch, is a type of organization having its own constitutional identity. This indicates that the BV, not the individual personally, is usually responsible for any indebtedness. The owner works for the BV as a governor and represents it when they make decisions. A Dutch BV can be established with you as the sole main investor or with the participation of additional corporate bodies.
Parts of a private limited liability firm’s stock are held by its investors. They also have the final say, although the corporate executives are in charge of day-to-day operations. A private LLC has the option of appointing a governing board to oversee the business.
Capital
Stocks in Bv are held by the investors. These stocks may come with a variety of privileges. The administrator is mostly the only stakeholder in a Small Firm. However, this isn’t always the scenario in larger businesses.
It is crucial to clearly define under which jurisdiction the investor will function if he also serves as a governor. In contrast to the stockholder, who essentially wants to represent his economic objectives, the executive board must represent the firm’s best interests.
Flex BV
The regulatory framework controlling BVs has grown more adaptable with the establishment of the Flex BV Law, and economically incorporating a BV has gotten simpler. There is no requirement to submit capital while establishing a BV. With a stock value of € 0.01, a BV can be incorporated.
We’ll go through the changes brought about by the Flex BV Law and learn why establishing a Flex BV has become simpler and more enticing for both local and international businessmen.
- Share capital
The number of shares specified in the statutes of the organization may be included or excluded by a firm. Stock may be distributed without limitation if the constitution of the corporation does not mention equity units.
- Minimum capital
The financial preservation guidelines for the BV have undergone significant revision in the new standards. It is no longer necessary to have a capital base of 18,000 euros to form a private limited business.
- Financial statements
The new legislation eliminates the necessity for an accountant’s review and allows for the payment of stocks without a banking record.
- Minimum deposit
There is no requirement to pay the requisite amount by the due date related to the authorized shares at the incorporation stage, nor are the directors liable for this obligation.
- Financial support by third parties
The law against giving money to unrelated parties has changed. By eliminating this restriction, BV can now offer financial backing, a return policy, or other forms of security for purchasing units.
- Transfer restrictions
The unrestricted transfer of shares was only permitted to a restricted set of people under the previous regulation. The AOA was required to include a blocking policy with every other transfer. The requirement for blocking has ended. Firms can transfer without limit.
- Purchase of own shares
A rule that allowed for the acquisition of own stocks up to 50% of the authorized shares has been removed.
- Non-voting shares
BV is now able to issue securities that do not have voting rights or shares that have only a very limited right to participate in the company’s profits or reserves.
- Currency
The quantity of the approved assets, and the released assets, in addition to the nominal sum of the units, can now all be denominated in a different currency.
- Annual Conference
Revisions have been made to yearly shareholder convention regulations under the Flex BV Law. Now it is feasible to conduct a minimum of one open gathering per fiscal year.
Registration of Public LLC
The aforementioned new laws have greatly simplified the company registration process. No initial funding, ordinances, or bank account is necessary. Therefore, to create a private limited liability corporation in the Netherlands, you just need to meet the requirements listed below:
- Define the Company’s commercial activities to the state registrar;
- Register the company’s name;
- Register location;
- Provide the details about shareholders; and
- Provide the details about the Managing body I the firm.
The files related to the aforementioned material must be written in Dutch and given for registration purposes. You must make sure that all documents are valid, current, and contain all the pertinent information about your business.
