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Typical legal form for start-ups

Besloten Vennootschap (B.V.)

Brief information

Dutch start-ups usually choose the legal form of the B.V. It offers the advantages of low organisational requirements and formalities at incorporation as well as a low minimum initial share capital of EUR 0.01.

In the case of a dualistic B.V., an investor can in principle participate in the Supervisory Board.

Dutch law knows both the monistic and the dualistic system. In practice, the dualistic system is more widespread in which the Supervisory Board monitors the Management Board.
In the monistic system, a Board of Directors manages the B.V. It consists of executive and non-executive directors. The non-executive directors supervise the executive directors. Together, the Board of Directors decides on the strategic direction of the company.

In the dualistic B.V., a PE/VC Fund can generally accept a seat on the Supervisory Board.
In the monistic B.V. it may not participate in the Board of Directors.

Other legal form

Naamloze Vennootschap (N.V.)

Brief information

A conversion of a start-up from the B.V. to an N.V. is possible, but extremely rare.

The information in our toolbox provides managers of private equity or venture capital funds with an initial overview of certain framework conditions in the respective country. It does not provide advice on the law of any country, neither does it substitute such advice. Before taking over a board seat in a portfolio company, it is at all times necessary to seek expert advice. Our team is happy to assist you with all questions at any time.

In collaboration with: Loyens & Loeff

Sources: Wegen/Spahlinger/Barth, Gesellschaftsrecht des Auslands 2. EL Januar 2018