Besloten vennootschap

A besloten vennootschap (Dutch pronunciation: [bəˈsloːtə(n) ˈvɛnoːtsxɑp], lit. "close company"; formally a besloten vennootschap met beperkte aansprakelijkheid (lit. "close company with limited liability"); abbreviated as bv[lower-alpha 1]), or Société à responsabilité limitée (SRL)[lower-alpha 2], is the Dutch and Belgian version of a private limited liability company. The company is owned by shareholders, and the company’s shares are privately registered and not freely transferable. It is the most common form of limited company in the Netherlands and Belgium.

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A Dutch bv may be created by one or more individuals or legal entities, Dutch or foreign, with a minimum paid in capital of €0,01. A notarized deed of incorporation is executed and filed. The deed must be in Dutch. It must contain details of the incorporators, and of the initial Members of the Board, their amounts of participation and payments of initial capital. The deed also contains the Articles of Association, consisting of at least:

  • the company name (which must begin or end with "bv")
  • the city where the company has its registered seat
  • the purpose of the company
  • the issued share capital and paid-in capital
  • the par value(s) of stock
  • the conditions for share transfer

The authorized capital is the maximum capital that may subsequently be issued without altering the Articles of Association; it may be up to a maximum of five times the initial capital. Unlike its UK equivalent, a private company limited by shares, a bv company is not required to make its company accounts publicly available.[1]

Contrast with the publicly traded form of company: naamloze vennootschap, which was also used in Dutch privately held companies until the introduction of the bv in 29 June 1971.

Fiscal aspects

Corporate income tax will be levied on the profits of the bv. The general assembly of shareholders decide on what manner the profit after corporate tax will be distributed. The profits that will be distributed to the shareholders is called dividend. The bv is responsible for withholding the dividend tax which is due for payment to the shareholders. The usual dividend tax rate is 15%. [2]

See also

References
  1. bvba in Belgium before 1 May 2019
  2. sprl in Belgium before 1 May 2019
  1. Morgan, John (17 April 2014)."Private college goes Dutch but says profits are taxed in UK". Times Higher Education. Retrieved 5 May 2016.
  2. https://www.government.nl/topics/taxation-and-businesses/dividend-tax
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