Company Filing Requirements in the Netherlands

Legal requirement to file annual accounts

There is no central registry in the Netherlands. Every business must register with the local Chamber of Commerce. Public Limited Companies - NVs must file annual financial statements with the Chamber's registry. These records are open to public inspection. and must include:

• Directors' report
• Balance sheet
• Profit & loss account
• Notes to accounts
• Auditors' report

Filing Exemptions

Public Limited Companies - BVs are subject to different requirements. Small companies do not need to have their accounts audited (unless involved in banking or insurance) and are only obliged to file an abridged balance sheet and notes. Small-sized is defined as meeting at least two of the following criteria in two consecutive accounting years:

• Turnover of under fl 6 million
• Balance sheet total not exceeding fl 3 million
• Less than 50 employees on average during the accounting year

Medium-sized BVs must also file a profit & loss statement. Both profit & loss, and balance sheet must be audited. Medium-sized is defined as meeting at least two of the following criteria in two consecutive accounting years:

• Turnover less than fl 24 million
• Balance sheet total of more than fl 50 million
• Less than 250 employees on average during accounting year
• BVs larger than this must file directors' and auditor's reports.

If a company (whether it is a BV or an NV) has a parent company, the parent can file a declaration of liability for its subsidiaries. This means the subsidiaries do not have to file accounts in their own right and can file their parents accounts if they wish.

Company registration and licensing procedures

Status must be drawn up in Dutch in a notarized deed and forwarded to the Ministry of Justice, which delivers a certificate of non-objection within two months. The company must also register with the Trade Register - Handelsregister), with the Chamber of Commerce - Kamer van Koophandel en Fabrieken, of the place of setting up. Then, notice in a official advertisement journal is required.

Types of companies registered in the Netherlands

Form	Number of partners/ shareholders	Minimum and/or maximum capital	Liability	Release of financial documents
The BV (Belosten Venoostschap met beperkteaansprakelijkhei) is a Private Limited Company.	Minimum 2 . It can be constituted of several legal entities or individuals, and 1 shareholder for a BV proprietorship	Minimum capital: 18,000 €. Up to 20% must be subscribed.	Liability of each partner is limited to the amount of capital contributed.	No
The NV (Naamloze Vennootschap) is a Public Limited Company.	No minimum.	45,000 € at least. 20% should represent the subscribed amount and 25% the amount released at the incorporation	Liability is limited to the amount of capital contributed.	No
The VOF (Vennootschap Onder Firma) is a general partnership.	Minimum 2 partners.	No minimum capital.	Partners' liability is joint and several.	No
CV (CommanditaireVernootschap) is a limited partnership.	Minimum 2 partners. 2 types of partners: active partners and sleeping partners.	No minimum capital.	Active partners have an unlimited liability, notably corporate management. Sleeping partners have a liability limited to the amount contributed.	No
Bijkantoor is a branch.	No legal entity, it depends on the status of the parent company.	No capital is required, if the branch is registered with the Trade Register .	The parent company is liable for actions carried out by the branch except for management which is limited, joint and several.	No