Guide to Doing Business
The private limited liability company (B.V.)
The B.V. is a company similar to the N.V. The main differences with the N.V. are:
- The shares of a B.V. may not be freely transferable, the articles of association of the B.V. may contain a restriction on transfer (blokkeringsregeling ;
- The articles of association of the B.V. can determine that the shareholders can be held liable for the debts of the B.V.;
- The articles of association of the B.V. can contain a different manner for dissolution of the company;
- If it is envisaged that preferential rights be attached to shares, such should be provided for in the articles of association of the B.V.;
- There is no distinctive financial regime such as for the “large” N.V.;
- On the initiative of an individual shareholder, shareholders’ meetings for the B.V. can be convened; and
- The B.V. can be organized that it is “managed by shareholders”, in which case no distinction is made between shareholders and managing director as corporate bodies.
The option of a company “managed by shareholders” has been introduced for the B.V. This form of the B.V. does not have a board of managing directors as a separate corporate body. The joint shareholders or the sole shareholder act as management, which simplifies the taking of corporate action and the management of this type of company in general. Since no managing directors have been appointed as such, there are no formalities of appointment, suspension, and dismissal of managing directors, nor is there a difference between shareholders’ meetings and board meetings in this case. The shareholders may determine the details of the way in which they will manage the company and the division of tasks mutually agreed upon in a shareholders’ agreement. Using this type of company, a legal concept can be created that resembles the partnership (commanditaire vennootschap), the general partnership (maatschap), or the limited partnership (vennootschap onder firma) and at the same time benefits from the facts that, as opposed to partnerships, this company managed by shareholders is a legal entity with the ability to act, sue and be sued in its own name. The shareholders are only liable for such company’s debts up to the amount to be paid on those shares (if any).