Establishing a enterprise unit within the Netherlands (up to date) | Worldwide community for attorneys


In the Netherlands, we differentiate between companies that are legally recognized as legal persons and companies that do not have legal person status. The latter category can be seen as a type of collaboration between entrepreneurs, where the collaboration will be mainly tax-transparent. Income tax is levied at the partner level of the cooperating company and not at the level of the company itself. For more information on some of the points of Dutch tax law in relation to companies, see Tax issues below. Legal persons are legal subjects and as such bear rights and obligations like individuals. The rights and obligations of non-legal persons are generally borne by the persons or legal persons for whose account the non-legal person carries out its business activities.

For example: a Dutch person and a German company form a partnership based in the Netherlands for the marketing and sale of electronic equipment. Under Dutch law, the partnership is not a legal person. The Dutch person and the German company are generally fully liable to third parties for the obligations arising from the partnership. If the partners set up a Dutch company, this is a legal person and is solely liable. The partners as shareholders and / or managing directors are not liable unless they commit themselves on the basis of a guarantee or in the event that they have acted negligently.

See the full chapter below for more information.