Comparison of a general partnership (VOF) and a limited liability company (B.V.)
1. What is VOF? 🏢
A VOF (Vennootschap Onder Firma) is a general partnership in which two or more people conduct business together under a common name. It is a popular legal form among small and medium-sized enterprises, especially among family businesses or partnership enterprises.
Key features of VOF:
- Joint liability – each partner is personally liable for the company’s obligations, including with private assets.
- Easy registration – just apply for VOF at the Chamber of Commerce (KVK) and pay the registration fee (80.10 euros in 2024).
- No minimum capital requirement – no startup capital contribution is required.
- Income tax – VOF partners settle their personal income tax (inkomstenbelasting) individually.
- Distribution of profits – the company’s income is divided among the partners as agreed in the articles of association.
- Lack of legal personality – VOF is not a separate legal entity, which means that shareholders are fully liable for the company’s debts and liabilities.
2 What is B.V.? 🏦
B.V. (Besloten Vennootschap) is a limited liability company that is popular with larger companies and businesses that want to protect their personal assets from possible business debts.
Key B.V. Features:
- Legal personality – B.V. is an independent legal entity, which means that the owners (shareholders) are not personally liable for the company’s obligations.
- Minimum share capital – a starting capital of €18,000 used to be required, but now €0.01 is enough.
- Notarial registration – it is necessary to draw up a notarial deed with a notary public and register the company in the commercial register at the KVK.
- Taxation – B.V. pays corporate tax (vennootschapsbelasting) and the directors collect a salary subject to income tax.
- Management – may have one or more managing directors.
- Profit distribution – shareholders can receive dividends, which are taxable.
- Limited liability – B.V. owners are protected from personal financial liability if the company gets into trouble, unless they neglect their directorial duties.
3 Differences between VOF and B.V. ⚖️
| Feature | VOF | B.V. |
|---|---|---|
| Legal structure | No legal personality, partners are liable with all assets. | Legal personality, owners are not personally liable. |
| Liability | Partners are jointly and severally liable for the company’s obligations. | Liability is limited to the company’s capital. |
| Registration and costs | Easy registration with KVK, low cost (80,10 euros). | Requires a notarial deed, cost of establishment about 500-1000 euros. |
| Taxation | Income tax for shareholders. | Corporate tax, plus payroll tax and dividends. |
| Flexibility and management | Simple management, decisions made collectively. | Formalized structure, directors and shareholders. |
| Suitability for entrepreneurs | Good for small businesses, freelancers, family businesses. | Better for companies with expansion plans and investors. |
4. when to choose VOF and when to choose B.V.? 🤔
Select VOF if:
- You do business with a partner and have confidence in your associates.
- You want to start a business quickly and cheaply.
- The financial risk is low and you don’t mind personal liability.
- You don’t plan big investments or expansion.
Choose B.V. if:
- You want to protect your personal assets from company debts.
- You plan to hire employees and grow your business.
- You have investors or are planning to sell shares.
- Your business involves a lot of financial risk.
- You want to optimize your taxes, especially if you have a high income.
5 Summary 🏁
VOF and B.V. are two popular forms of doing business in the Netherlands, each with its own advantages and disadvantages.
- VOF is easy to set up and ideal for small businesses with minimal risk, but carries personal liability for debts.
- B.V. is more complex and costly, but offers protection of private assets and better opportunities for growth.
The decision between VOF and B.V. should depend on the type of business, your plans for the future and the level of risk you are willing to take. It is worth consulting an accountant or legal advisor to make the best choice for your business.