Notarial services for entrepreneurs

A sole proprietorship does not necessarily mean that you cannot hire employees. The word ‘sole proprietorship’ refers to the legal form, not the number of people employed within the business. A sole proprietorship is one of the possible legal forms you can choose from as an entrepreneur. The sole proprietorship is the most commonly chosen legal form. When you have a business for your own account and risk, it is a sole proprietorship. In that case, there is no distinction between business assets and private assets.

For a sole proprietorship, notary intervention is not required but recommended. The actual running of a business often involves more than you expect.

A UBO is the person who holds the beneficial interest in the entity in question. A UBO is always a natural person. Depending on the entity, different grounds are used to determine who should be considered a UBO.

European rules require all EU member states to have a UBO register. These registers serve to prevent financial-economic crime, such as money laundering, corruption, tax evasion, fraud and terrorist financing. The registration requirement will apply to the following entities:

• Private and public companies (unlisted)
• Foundations
• Associations (with full legal capacity OR with limited legal capacity but with corporation)
• Mutual benefit societies (owm).
• Cooperatives
• Partnerships: partnerships, general partnerships and limited partnerships
• Shipping companies
• European limited liability companies (SE)
• European cooperative societies (SCE).
• European economic interest groupings that have their registered office in the Netherlands according to their articles of association (EEIG)

An association must be formed by a minimum of two people. An association can be formed privately or by notarized deed.

With a private incorporation, the incorporation of the association takes place by oral agreement or by private deed. For incorporation by notarized deed, you need to go to a notary. The choice is up to the founders. However, there is a difference in legal consequences between incorporation by notary and by private deed.

Establishing a foundation can only be done by notarial deed or will. The deed of incorporation must include the foundation's bylaws.

The notary takes in the statutes among others on:

• The name of the foundation;
• Municipality in the Netherlands where the foundation is located;
• Purpose of the Foundation;
• Method of appointment and removal of directors;
• Appropriation of the surplus on dissolution or the manner in which the appropriation is to be determined.

The business succession facility is a regulation in the Inheritance Tax Act that allows for no gift and/or inheritance tax in the event of business succession need be paid on the acquired business assets.

A limited liability company (BV) must be incorporated by notarial deed by a notary public. The memorandum of association contains the company's articles of association. The BV's articles of association state who the founders, directors and shareholders of the BV are. In addition, the articles of association also include the share capital.

• A noiseless conversion

When you convert your general partnership (VOF) or sole proprietorship into a limited liability company (BV), you run fewer risks as an entrepreneur. In addition to reducing these risks, it can also be more fiscally attractive to do business in a BV

Marks Wachters notaries has extensive expertise in advising on the conversion of such a legal form. We, at Marks Wachters notaries, would be happy to advise you on the potential benefits that a conversion of legal form can bring to your business.

When you convert a VOF or sole proprietorship into a BV, the legal form of your company is changed. For tax purposes, there are two ways to convert a VOF into a BV:

• A noiseless conversion
• A murmuring transposition