AETHERION Worldwide is the fundraising and landing practice of AETHERION Capital.
What types of company can a foreign founder set up in the Netherlands?
Most foreign founders end up with one of two: a BV, the Dutch private limited company, or a registered branch of the company they already have. The NV, the cooperative, the sole trader and the partnership all exist, but each answers a different need. Legal personality and liability are what really separate them.
Dutch law sorts business forms by one question before any other: does the thing you set up have legal personality of its own. Forms with it can hold assets, sign contracts and go bankrupt without taking your private property with them. Forms without it are you, trading under a business name.
The table lists the forms a founder from outside Europe is realistically choosing between, with the facts that differ. Each row is sourced below the table.
| Form | Legal personality | Minimum capital | Who is liable for the debts | Notary needed |
|---|---|---|---|---|
| BV, private limited company | Yes | EUR 0.01 | The company. Directors privately only in exceptional cases | Yes |
| NV, public limited company | Yes | EUR 45,000 | The company | Yes |
| Branch of your foreign company | No. It is the parent | None of its own | The parent company | No |
| Coöperatie, cooperative | Yes | None set | Depends on the form: UA none, BA up to an agreed amount, WA jointly and equally | Yes |
| Eenmanszaak, sole trader | No | None | You, including your private assets | No |
| VOF, general partnership | No | None | Every partner, including private assets | No |
Sources:
Business.gov.nl, Which Dutch business structures are there?
Business.gov.nl, Setting up a cooperative in the Netherlands
Business.gov.nl, Foreign business structures in the Netherlands

Why legal personality is the first line
Business.gov.nl splits the forms into two groups. In a sole proprietorship or a general partnership you are liable with your private assets for the debts of the business, and creditors can reach them. With a legal personality, such as a BV, you are privately liable for business debts only in exceptional cases. Everything else in the table follows from that split.
The practical consequence for a founder abroad is simple. If the Dutch operation is ever going to hire, sign a lease, take on a customer contract or receive money from an investor, it is going to be a form with legal personality, and in practice that means a BV.
Source: Business.gov.nl, Which Dutch business structures are there?
The BV, and why almost everyone lands there
The BV is the default. Its capital is divided into shares held by shareholders, who decide at the general meeting, while the directors run the company day to day. Business.gov.nl gives the starting capital as at least EUR 0.01 paid into the company, in cash or in goods with a value in money, and describes the BV as usually liable itself rather than its managing directors.
It is created by a civil-law notary, who draws up the deed of incorporation with the articles of association and then registers the company. Before that deed exists, a business can trade as a BV in the process of incorporation, and during that period you are personally liable for what it commits to. What a BV is in one paragraph is in what is a BV, and the order of the steps is in how to set up a Dutch BV from abroad.
The NV, and when it actually comes up
An NV divides its capital into shares in the same way, but Business.gov.nl sets a minimum amount for it: EUR 45,000. It is the form used where shares need to be freely transferable and, in Dutch practice, by larger companies. For a landing company it is almost never the first entity, and a group that expects to need one later usually starts with a BV and converts.
Source: Business.gov.nl, Which Dutch business structures are there?
A branch is not a Dutch company form
This is where lists like this one usually mislead. A branch is not a fifth option next to the BV and the NV: it is your existing company, registered as operating in the Netherlands. Business.gov.nl describes it as ongoing business activity carried out here on behalf of a foreign company, which may be a sales office, a production facility or a representative office, and which has to be entered in the Dutch Business Register even though it has no separate legal status.
That means the choice is not really between six forms. It is between bringing your own company here and creating a new Dutch one. The full comparison, including what happens to your parent company's accounts and to a future funding round, is in branch or subsidiary in the Netherlands.
Source: Business.gov.nl, Foreign business structures in the Netherlands
The cooperative, and the three letters after its name
A cooperative is a legal entity set up by notarial deed, used where several businesses or professionals work together but stay independent. Its liability is chosen at set-up and written into the name, which is why you see three endings in the register:
- UA, liability excluded: members are not liable for debts, and that also holds after bankruptcy.
- BA, limited liability: members are liable up to an agreed amount.
- WA, statutory liability: members are equally and jointly liable for the debts of the cooperative.
For a single foreign company landing in the Netherlands it is rarely the answer. It becomes relevant where the Dutch vehicle exists to let several parties cooperate, for example in a consortium or a joint research effort.
Source: Business.gov.nl, Setting up a cooperative in the Netherlands
The sole trader and the partnership
Both are cheap and fast, and both put your private assets on the line. A sole proprietorship and a general partnership need no incorporation formalities, no notary and no starting capital, and registration at KVK, the Dutch Chamber of Commerce, is enough. They fit a person working alone or a small group of people, not a subsidiary of a company abroad, and no serious European investor can take a stake in one.
They do carry a practical point for a founder who is moving here personally. Under the friendship and trade treaties for nationals of the United States and Japan, the IND's minimum capital requirement applies to a sole trader, a partnership and a BV alike, so the form you pick and the permit you want are not entirely separate decisions.
Sources:
Business.gov.nl, Which Dutch business structures are there?
IND, Residence permit self-employed person
What the choice costs you
The registration fee is the same whichever form you register, and the notary is the variable: see what it costs to start a Dutch company. The bigger cost is the one that arrives later, when a structure picked for speed has to be unwound before a round. What sits above the operating company, and why founders put a holding company there, is in what a Dutch holding BV is.
Sources
- Business.gov.nl, Which Dutch business structures are there?, checked 22 September 2026
- Business.gov.nl, Private limited company (bv) in the Netherlands, checked 22 September 2026
- Business.gov.nl, Setting up a cooperative in the Netherlands, checked 22 September 2026
- Business.gov.nl, Foreign business structures in the Netherlands, checked 22 September 2026
- IND, Residence permit self-employed person, checked 22 September 2026
Checked on 22 September 2026. This page is general information, not legal, tax or investment advice. Rules change: check the official source, or ask an adviser, before you act on it.
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