A large number of entrepreneurs use the BVBA to expand their activities in Belgium. In the near future, as part of the reform of company law, the BVBA will be transformed into the BV. This is distinguished by its far-reaching flexibility. For more information on the new Belgian limited liability company, see our earlier publication Great Guidelines of Company Law Reform. Nowadays, however, entrepreneurs no longer limit themselves to the Belgian market, they also try their luck on the Dutch and German markets. Since the cross-border venture involves a number of risks, it is usually decided to set up a new company in the neighbouring country. This is to limit the risk to the assets of the new company (see more information: Business in Belgium from abroad: Subsidiary or branch?). In addition, the presence of a domestic company ensures a reliable image for your company and makes your company far more accessible to the Dutch or beligian market. The Netherlands and Germany also have company forms comparable to the Belgian BV. In Germany, for example, the GmbH is the counterpart and in the Netherlands incorporate dutch bv.Given the increasing internationalisation of companies, it is interesting to compare the Belgian BV, the German GmbH and also incorporate the dutch bv.
Incorporate dutch bv: A comparison with Germany
The German GmbH must have a share capital of at least EUR 25,000 at the time of formation, half of which must be deposited at the time of formation. One quarter of this amount must be in the form of liquid assets. The German GmbH is thus the only form of company that requires a minimum capital after the reform of company law in Belgium. The GmbH is also founded by notarial deed. The articles of the company are also written in a certificate of incorporation. Once these have been drawn up, the notary applies to the district court to have the limited liability company entered in the commercial register. For the formation of a GmbH it is sufficient if one shareholder with voting rights is present. It should also be noted that the rights of a shareholder under German law are more extensive than the rights of shareholders in Belgium and the Netherlands.
Set up your dutch bv
Dutch law does not provide for a minimum capital requirement if you want to set up your company and incorporate dutch bv.Furthermore, unlike Belgium, no financial plan is required in order for you toincorporate dutch bv.However, do not be fooled: you should bear in mind that as a director you can be held personally liable if you are guilty of mismanagement. Although no rules are laid down by law for share capital, it is therefore advisable to provide the BV with sufficient funds to carry out its activities. In the Netherlands, too, you must visit the notary to draw up the memorandum and articles of association of the BV and incorporate dutch bv.The notary will then register the BV with the Chamber of Commerce. Unlike in Belgium and Germany, the court is not involved in the establishment of the BV. If you want to know more about how to incorporate dutch bv and set up your own company in the Netherlands visit setupyourdutchcompany.com.
