Establishing a private limited company (BV)
Are you considering setting up a private limited company or would you like to know whether the private limited company is right for your business? Marks Wachters civil-law notaries will be happy to advise you. There is more to entrepreneurship than just incorporating a BV. Think about the right structure, shareholder agreements and the agreements you and your company need. These are all subjects that our specialists will be happy to assist you with.
What is a limited liability company (BV)?
A Limited liability company (BV) is a legal form with legal personality. This means that the BV itself is responsible for its obligations. The company is divided into shares, which are owned by one or more shareholders. These shares are registered and recorded in a shareholder register.
An important feature of the BV is its limited liability: in principle, shareholders are not privately liable for debts of the BV. Directors can, however, be held liable in exceptional cases, such as in the event of improper management.
Characteristics of a limited liability company
The main characteristics of a limited liability company are:
- Limited liability for shareholders
- Registered shares recorded in a shareholder register
- Board and general meeting of shareholders as mandatory bodies
- Possibly a Board of Commissioners
- Registration with the Chamber of Commerce required
- Financial statements and publication requirement, depending on the size of the BV
- Shares are in principle not freely transferable, unless otherwise provided for in the articles of association
This makes the BV a suitable legal form for entrepreneurs who want to grow, collaborate with investors or limit their personal risks.
Establishing a limited liability company: how does it work?
A limited liability company can only be established through a notarial act. The notary draws up this deed and provides the proper legal record.
Creation consists of the following steps:
- Preparation and advice
Together we discuss your plans, desired structure and possible future growth. - Drafting the bylaws
The bylaws establish, among other things:- the name and purpose of the BV
- the share structure
- the powers of directors
- rules for transfer of shares
- Signing the notarized deed
After signing, the limited liability company is officially incorporated. - Registration with the Chamber of Commerce
The BV is registered in the Commercial Register.
There is no legal minimum for share capital. In practice, a symbolic amount is often chosen.
More than just incorporation: also consider the right structure
In many cases, it makes sense to look beyond the formation of a single limited liability company. For example, it may be fiscally and legally attractive to work with a holding structure, multiple operating companies or specific shareholder arrangements.
In addition, it is important to consider in a timely manner:
- shareholder agreements
- management agreements
- cooperation agreements
- investor appointments
Our specialists look at the big picture with you and advise you on a structure that suits your business not only now, but also in the future.
Advice on setting up a limited liability company
Our specialists have extensive experience in the incorporation of private limited companies. They spar with you about your idea and are happy to think along with you about the issues you present them with.
Through the form at the bottom of this page you can easily request a free consultation. During this meeting we will receive you at our office, get to know you and listen to your plans and questions. On that basis we will give you tailored advice and show you how we can add value to your specific situation.
These entrepreneurs went before you:
Whether you have yet to start your business or whether you are now ready to take the next step in your business, we would like to help you! Our specialists offer added value as a sparring partner for you and your company.
Some of the business owners in our network are happy to tell you about their experience with our firm. You can read these references here.
Why choose Marks Wachters notaries?
- Personal
We combine high-quality service with personal attention. - For over 75 years
A household name in Greater Eindhoven and Nuenen since 1949. - Clear
We communicate in understandable language and avoid unnecessarily difficult language.
We are also happy to help you with:
Personal and non-committal
Ready to take the next step?
Not sure whether the private limited company is the right legal form for your business? Or have you already decided to start your limited liability company? Whatever your situation: we are happy to advise and assist you.
