Public limited company (nv or naamloze vennootschap)

A Public Limited Company (NV), known as a naamloze vennootschap in Dutch, is a legal entity. This means that the directors are generally not personally liable for any debts incurred by the company.

The capital of an NV is divided into shares owned by shareholders. The ultimate power lies with these shareholders, granting them the right to make decisions regarding the company. They can also appoint and dismiss the board of directors. Shares can be bought and sold.

The directors are responsible for the day-to-day management of the company. An nv usually also has a supervisory board, which oversees the management (two-tier board). In other cases, the supervisory function is integrated into the board itself (one-tier board).

Starting a Public Limited Company

To establish an NV, you need to go to a civil-law notary. The notary drafts the notarial deed containing the articles of association. Subsequently, the notary usually takes care of registering your nv with the Chamber of Commerce (KvK).

All directors are registered with the Chamber of Commerce. Until this registration is completed, you are personally liable. Additionally, you must deposit at least €45,000 as starting capital into the company.

At the time of incorporation, you also register the ultimate beneficial owners (UBOs) of your NV. This is done in the Ultimate Beneficial Owner (UBO) register at the Chamber of Commerce. Ultimate beneficial owners are individuals with more than 25% of the shares in an NV. If your NV is listed on the stock exchange, you are not required to register UBOs.

In formation

Even before the NV is formally established, you can conduct business with your company. Registration in the Chamber of Commerce is mandatory. A notary must provide a declaration to ensure the establishment. Until the NV is established, you operate under the name "NV i.o." (in formation or in oprichting).

Make it clear to your business partners that you are entering into contracts on behalf of the NV in formation. Contracts at this stage are on behalf of the legal entity in formation. The NV can only assume a contract later if the other party agrees. As long as you act on behalf of the NV i.o., you are personally liable.


An NV is a legal entity, meaning that as a director, you are generally not personally liable for its debts. However, there are exceptions to this rule. Directors are liable, for example, in cases of mismanagement or if the NV has not yet been registered with the Chamber of Commerce. 

If you are a shareholder, your liability is limited to the amount of your shares.


Establishing an NV requires a starting capital of €45,000.

You will also incur notary fees, registration fees with the Chamber of Commerce, and costs for maintaining records. Notary fees vary per notary. On average, this ranges between €500 and €2,200. You will pay €80.10 to register your company with the Chamber of Commerce.

Additionally, there are costs associated with record keeping. Your NV must prepare and deposit annual financial statements with the Chamber of Commerce. The annual costs for the administration of your NV depend on the size and complexity of your company.

Paying taxes

Profits of the NV are subject to corporate income tax (CIT). You can utilize tax deductions for corporate income tax, such as various forms of investment deductions. If the NV pays dividends to shareholders, the NV withholds dividend tax on this amount. For VAT, the NV is the entrepreneur and remits VAT.

If you are a director of an NV, you pay income tax on your salary and potentially dividend tax on your shares. The Tax Authority does not allow directors to receive little or no salary. Your salary must be market-based, with a minimum annual salary of €46,000 in principle.

Signing authority

The board as a whole has signing authority. This means that the directors, together or independently, can sign contracts on behalf of the company or perform certain legal acts. Who has the authority to sign alone and who must sign with one or more others is specified in the articles of association.

The board can also grant power of attorney to someone else. This is a declaration stating that this person can also act on behalf of the company. Register this person, the proxy, with the Chamber of Commerce. This is not mandatory but convenient, ensuring your business partners know who can act on behalf of the company.


With an NV, you can hire employees. You are responsible for wage taxes and social security contributions for your employees. If you are hiring an employee for the first time, you must register as an employer with the Tax Authority. You also need to inform the Chamber of Commerce.

Insurance and pensions

As a director, you are an employee of the NV and subject to employee insurance schemes. In some cases, directors are not covered by these insurance schemes if:
  • They have 50% or more of the votes in the shareholders' meeting (possibly together with their spouse).
  • Their immediate family members own two-thirds or more of the shares.
  • They cannot be dismissed against their will.
In such cases, directors can independently insure themselves.

Closing down

To dissolve an NV, a formal decision of the general meeting of shareholders is required. Dissolution does not immediately terminate the NV; the debts and distributions must also be settled (liquidation).

Listed nv

With an NV, you can go public. However, certain conditions must be met. Your company must have existed for more than 5 years. The equity must be at least €5 million, and the value of the shares must total more than €5 million. Additionally, your company must have made a profit for at least 3 of the past 5 years.

If your NV is listed and has a supervisory board (rvc), from January 1, 2022, at least 1 out of every 3 members of the supervisory board must be female.