在荷兰注册公司的一些常识（不断更新中！）

Setting up your own business


Setting up your own business means taking risks. You will not have a regular, fixed source of income such as regular income from employment or social security benefits. However, proper preparation can help you eliminate unnecessary risks. The following matters are important for anyone starting up a business.


Setting up your own business: Business plan

A good business plan is essential for mapping out how your business will look. If you have a well-argued assessment of all the aspects of your business, you will not be caught unawares. A good business plan provides answers to the following questions:

• What are you marketing and why?
• To whom?
• What is your plan of attack?
• What will it cost?
• What results will it have to deliver
  

Setting up your own business: Insurance

Anyone starting up a new business takes risks. To some extent, you can insure against these risks. Think about which risks you wish to run and which insurances you wish to take out. In the case of small risks it may be more cost-efficient to put some money aside than take out an expensive insurance policy.

As an entrepreneur you will be dealing with two kinds of insurance:

• Personal insurance (such as health insurance and household contents insurance)
• Business insurance (such as insurance of inventory and stock).
  

Insurance companies make a distinction in this respect. For example, the third party liability insurance which you have as a private individual does not apply in the context of your business activities.


Setting up your own business: The tax system

VAT systemMost businesses are required to charge their customers VAT (value added tax). You will be given a VAT registration number by the Inland Revenue. For businesses which have very little VAT to pay, the Kleine ondernemersregeling (Small business allowance) applies: you will then pay less VAT, or none at all.

If you are certain that you are ready for business, you should request the Opgaaf gegevens startende ondernemers form (Statement of information by a new business) from the Starters' Desk of the Inland Revenue. The Inland Revenue will make a provisional assessment of your business and decide whether to give you a VAT registration number or not.

See also the section tax affairs.

Setting up your own business: Accommodation

The accommodation of your business is an import issue at the start. The amount of money you need to invest depends on the nature and size of your business.

The choice of business spaceYou should ask yourself the following questions when looking for business space:

• Will I be starting up in my own home?
  If you are going to work from home, you should consider the zoning plan: Most homes are within 'residential zones'. These are set out in the zoning plan which prohibits the establishment of a business in such a zone. Nevertheless, a home business may sometimes be permitted.
• Will I buy existing premises or have new premises built?
• Will I rent business premises? What obligations does rental involve?
• Which location is most suitable for my business?
• Which locations are available? What are their advantages and disadvantages? For an overview of available business and office space, please contact the Chamber of Commerce in your region.
• What costs are involved?
  

Setting up your own business: Diploma requirements, permit to establish a business, registration in the trade register

In many sectors you are required by law to obtain certain diplomas if you are self employed. The Chamber of Commerce implements these laws and issues the permits associated with them.

In most cases you have to register your business in the trade register of the Chamber of Commerce. You will be asked for information on the legal form and the trading name of your company. Entries in the trade register are open to review by the public, meaning that both individuals and businesses can request information from the trade register.

Is your diploma from a country other than the Netherlands?

If you come from any of the countries listed below, you will need to obtain an apostil stamp. If you come from any other country, you will have to have your diploma legalized.

Apostil stamp:

• Andorra
• Antigua and Barduda
• Argentina
• Armenia
• Aruba
• Malta
• Australia
• Austria
• Barbados
• Mexico
• Belgium
• Belize
• Botswana
• Brunei
• Cyprus
• Czech Republic
• Fiji
• Finland
• France
• Germany
• Greece
• Hong Kong
• Hungary
• Israel
• Italy
• Japan
  

• Latvia
• Lesotho
• Liberia
• Lichtenstein
• Lithuania
• Luxembourg
• Macedonia
• Marshal Islands
• Mauritius
• Netherlands Antilles
• Niue
• Panama
• Portugal
• Russian Federation
• Seychelles
• Slovenia
• South Africa
• St. Kitts & Nevis
• Suriname
• Swaziland
• Sweden
• Tonga
• Turkey
• United Kingdom
• United States
  

公司的种类


――普通合伙人公司（无限责任合伙人公司）（General Partnership, “Vennootschap onder firrna” 简称V.O.F.）这是商业合伙人制度的一般形式。在同一名称下经商的所有合伙人对其对其债务和义务负个别及连带责任。合伙制不是独立于组建这种公司的个人的法律实体。法律实体可以成为VOF公司的合伙人。

――有限合伙公司（Limited Partnership, “commanditaire vennootschap” 简称C.V.）在这种形式下，除了普通合伙任要对合伙制的债务负全部责任外，这种合伙制的公司还可以有一个或几个有限责任合伙人组成。后者只对他们相向合伙制投入的那些资金负责。有限责任的合伙人不得参与合伙制公司的经营。

――私营公司（Private Company, “besloten vennootschap met beperkte aansprakelijkheid” 简称B.V.）这是荷兰商务企业最常见的形式，而且是外商投资者最常设立的一种公司形式。股份持有人的责任限于他们已认购的股本。公司是独立的法人实体，可以签订合同，起诉和被诉。公司的股票必须以股东的名义登记，也就是说，无记名股票是不能发行的。发行和转让股票应遵守一定的规定，而且要收到公证证书的影响。股票不得公开标价出售。BV公司类似于英国的私人股份有限公司，德国的GmbH或法国的Sarl公司。

――公开发行股份的公司（Public Company, “namloze vennootschap” 简称N.V.）这是希望公开招募无论在证券交易所挂牌列名与否的资本的企业通常采用的一种形式。当然这种公司也可用于“因私”目的，比如，如果所有者愿意持有无记名股票而不是登记股票。

学习中。。。

Authority to sign and accountability




A company is always represented by people who are able to 'sign' on behalf of the company. If the trade register shows that someone is authorized to sign on behalf of a particular company, you can rely on that information. Besides the registered company, anyone consulting the register is protected by the third party protection provided by the trade register. The authority to sign varies according to the legal form of the company and is sometimes subject to limitations. Accountability in respect of claims also varies according to the legal form of the company.

The register as 'the truth'

Everyone can assume that the register reflects the actual situation. You can therefore rely on what is recorded in the trade register concerning such matters as someone's authority to sign. Conversely, a registered company cannot argue that 'Whilst it is true that Mrs X is recorded in the trade register as being an authorized signatory, this is not in fact the case'.





Signatories and legal form

A company is always represented by persons who are able to 'sign' on behalf of the company. If the trade register shows that a particular person is authorized to sign on behalf of the company, then you may rely on that information. Besides the registered company, anyone consulting the trade register is protected by the 'third party protection' given by the trade register.
The authority to sign varies according to the legal form of the company and is sometimes limited by that.

Liability for courses of action also varies according to legal form.

The register as 'the truth'
Everyone can rely on the register as reflecting the true situation. You can therefore rely on what is recorded in the trade register concerning someone's authority to sign. Conversely, a registered company cannot argue that 'Whilst it is true that Mrs X is recorded in the trade register as being an authorized signatory, this is not in fact the case'.

Signatory and legal form

Every different legal form of organization has its own rules concerning authority to sign.

Sole proprietor business

In the case of a sole proprietor business, the owner is authorized to sign. This owner may sign all contracts relating to his business. He may not attach any limitations to that authority.

General partnership (VOF)

In the case of a general partnership (Vennootschap onder Firma:VOF) the partners have authority to sign. In principle, each of the partners can sign individually on behalf of the VOF, although limitations can be attached.

Limited partnership (CV)

In the case of a limited partnership (Commanditaire vennootschap CV) the same rules apply as to a VOF. Each managing partner may sign individually. However, limitations on this authority are possible. In the case of a CV, however, there may also be one or more limited partners, also referred to as financial backers. These limited partners do not have their names recorded in the trade register and may therefore not sign on behalf of the CV.

A private company with limited liability (BV) or company limited by shares (NV)

A BV or NV is represented by the board of directors (all the directors together). In principle, any director can sign alone and independently on behalf of the BV or NV, unless the company articles contain limitations.

Association, foundation, co-operative or mutual benefit company

In the case of an association, foundation, co-operative and mutual benefit company, the board of management (all the managers together) may sign everything, just as in the case of a BV or NV. One or more managers may also sometimes sign individually, but only if there is clear provision for that in the articles. That fact is then recorded in the trade register.

Persons with a power of attorney

People may be granted a power of attorney in all sorts of organizations. They can be described in different ways, such as an 'attorney-in-fact'. Here, too, there may be limitations to the authority.

Authority to sign in the case of insolvency, suspension of payments or debt rescheduling

In the event of insolvency, suspension of payments or debt rescheduling, authority to sign lies elsewhere. The trade register has a record of who the trustee or administrator is. This trustee or administrator will sign in place of the 'usual' persons with authority to sign.

Limitations to authority

Recording information in the trade register

In many cases a limitation only applies with regard to dealings with outsiders (third parties) if this is recorded in the trade register. This is called 'third party protection'. For some authorized signatories, such as those with simple power of attorney, a record in the trade register is not compulsory, but wise nonetheless: it can avoid any confusion. It can also simplify the arguments put forward in any later court case.

Limitations in respect of a VOF or CV
The authorization to sign contracts by managing partners in a general partnership (VOF) or a limited partnership (CV) may be restricted. If these limitations are recorded in the trade register, then all persons outside the partnership (third parties) are deemed to have knowledge of them. In any event, authorization to sign should not be confused with liability. If, for example, a partner is authorized to sign transactions independently on behalf of the partnership to a value of 5,000 EUR, this does not mean that his liability is limited to that amount. Such a managing partner, just like all other managing partners, is responsible for all debts incurred by the VOF.

Limitations in respect of a BV or NV
In the case of a BV or NV the director, that is to say the directors collectively, are always authorized to act on behalf of the company. In principle, an individual director has the same authority, although there can be a limit to his authority. A sole director may not be authorized to act on his own, for example, but only if a transaction he signs for is countersigned by another director.
This is the only limitation which the law permits. A limitation on authorization to sign up to a limit of 5,000 EUR, for example, does not legally bind any third party: in such a case the individual director is simply authorized to sign independently. However, directors must render themselves accountable within the BV if they exceed their authority and, for example, sign a contract on behalf of the BV for more than 5,000 EUR. However, no third party needs to be concerned about this.

Limitations in respect of an association, foundation, co-operative and mutual insurance society

A number of rules apply to an association, foundation, co-operative and mutual insurance society which are the same as those applicable to a BV:

• The board of directors as a whole acts on behalf of the legal entity.
  
• Each individual director may independently be an authorized signatory providing that articles allow for this.
  
• The only limitation on the authority of a director which the law permits is that a second person must countersign alongside his signature. Other limitations, such as an authorization up to a certain sum or restrictions as to type of transaction, have no effect outside the legal entity and therefore third parties do not need to concern themselves with any of these. These are a purely internal matter.

However, the legal principle concerning legal entities and associations is the reverse of that relating to a BV. In a BV , in principle the director is authorized to act independently unless the company articles state otherwise. In the case of an association the director is not authorized to act independently, unless the articles of association state otherwise.

An example: the treasurer of an association

This situation frequently arises in the case of associations: the treasurer must be able to independently access the credit balance of the association's bank account. However, it is not desired that the treasurer can bind the association in other matters whilst acting independently. Consequently, the treasurer can best be recorded in the trade register as follows: as a board member the treasurer has joint authority with the rest of the board members. Additionally, a power of attorney is granted to him/her to conduct transactions concerning the bank account independently and alone.

Limitations upon a power of attorney

Someone with power of attorney (or a representative) may be granted full authority. This means that he may represent the company in all matters, including lodging documents such as amendments to the trade register. This authority may also be limited to certain activities or to a sum of money per transaction. All kinds of limitations are possible. Limitations can always be used as arguments against any third party, providing that that limitation was 'known' to the third party. If the power of attorney is recorded in the trade register, then it is deemed to be made public: no third party can then claim lack of knowledge.

Powers of attorney which must be compulsorily registered

The following powers of attorney must be registered in the trade register:

• Commercial agents with powers of attorney who are active in the Netherlands.
  
• Powers of attorney which have been granted in accordance with the articles of a legal entity.

Limited power of attorney - not registered
Not all powers of attorney must be registered. Some powers of attorney may be registered, but do not have to be. Often registration is to be recommended, so that it is then clear to everyone what the different legal relationships are. Should someone claim in dealings with you to have a power of attorney, and the trade register cannot confirm this fact, then it is sensible to contact the company or legal entity itself for confirmation.






Third party protection

Protection to those consulting the register

If it can be proved at a later date that the original registration was not correct, the company or legal entity whose registration was not made correctly or in time must bear the consequences of this. For example, this company might be bound by a contract signed on behalf of the company by a manager who has been dismissed. The third party protection applies from the date a fact is registered in the trade register, but not to any earlier date.

Protection to the registered company
Conversely the company itself is protected 'against a third party'. Suppose, for example, that a company has registered the fact that Mr X holds the power of attorney and may represent the company in transactions up to 5,000 EUR. If you subsequently enter into a contract to the value of 10,000 EUR with Mr X who claims to be acting on the company's behalf, the company is not bound by the contract. The company's defence will be to say 'you should have consulted the trade register'. You can then only seek redress against Mr X personally; furthermore, he must have knowingly exceeded his authority, if he is to be held liable.

Keeping registration up-to-date
Every registered company or legal entity is obliged to lodge any amendments to the registration with the Chamber of Commerce. An accurate registration is not simply an arbitrary administrative task: registration in the trade register is intended to allow business dealings to be performed smoothly. That is why the register is made available to the public.

Limitations to the protection

The third party protection does have a few limitations:

• It only applies to people acting in good faith: in other words, to people who did not, or could not, have been expected to know otherwise. If you knew that the registration in the trade register was incorrect, you may not appeal later simply because the situation as stated in the trade register is more advantageous to you.
  
• The protection does not apply to all information. For example, the address, number of persons in employment or the company description are excluded from the third party protection. For example, if an address in the trade register is wrong, no claim can be made against the company.

However, the third party protection does cover the authority of persons within the company or legal entity who are registered in the trade register to perform certain tasks.

Liability for claims

Suppose you have been doing business with a company, but the company has not fulfilled its obligations. Perhaps the company has disappeared or become insolvent. How do you ensure that you get paid?

There are various options, depending on the nature of your financial claim:

1. Extra 'strong' claims
If you have a right of pledge on a company's plant and machinery for instance, you are in a strong position. This also applies if you have delivered goods and have stipulated a right of retention, or if you have a right to overdue salary and your employer is insolvent. If you suspect that you may have such a preferential entitlement which goes further than just 'getting your money back' it is advisable to consult a legal adviser (for example, a debt collection agency or lawyer). This page will concentrate further on 'ordinary' claims.

2. Ordinary monetary claims
If we begin with a 'straightforward' claim against a company, the liability of others than the company itself depends upon the legal form of the company. If you do not yet know the legal form of the company, you can find this out by consulting the Dutch language trade register. You can then find out whether the managers or company owner can be held liable.

3. Claims in the case of insolvency
In the case of insolvency, there is often little chance that an 'ordinary' creditor will ever recover any of the money claimed by him. Nevertheless, it is advisable to notify the trustee of your claim.
Note: if you have a mortgage or pledge upon any property, it does not make any sense to notify the trustee of this claim. You can independently and directly enforce this right. If you notify the trustee of your claim, you lose this right.

Claims against a legal entity
At the conclusion of insolvency proceedings there is nothing to be gained from an insolvent legal entity, such as a BV, if the legal entity has ceased to function. The legal entity has ceased to exist. You must therefore commence action before the insolvency proceedings have been completed, either by notifying the trustee of your claim or by commencing proceedings yourself if you have a right of pledge or mortgage over any of the company's assets.

Claim against an individual
If you have a claim against any bankrupt individual (a real person rather than a legal entity such as a BV), at the end of the bankruptcy proceedings you can still bring proceedings against this individual to recover any part of your claim still owing. However, the question remains whether there is much point in this. If the debtor has entered into a debt rescheduling arrangement, at the conclusion of this period for repayment there is often no likelihood of recovering any claims still owing.

Liability of the business owner
To what extent is the business owner liable for monetary claims? That depends on the legal form of the company.

Sole proprietor business
In the case of a sole proprietor business the owner of the business is fully liable for everything that he/she transacts on behalf of the business. Creditors are entitled to claim against the privately owned assets of the business owner. In principle, it is not possible for the business owner to limit his liability. The only possibility is a stipulation in the contract or in the general terms and conditions of the sole proprietorship. Any far reaching limitation or exclusion of liability is, however, not possible.

General partnership (VOF)
In the case of a VOF all partners are individually fully liable for the debts of the VOF. They, too, cannot exclude this liability, except as provided for in the contract in question, or in any general terms and conditions. It is up to you whether you claim against just one or more of the partners for the full claim. You do not need to proceed against each individual partner in respect of his notional 'share'.

Limited partnership (CV)
The same rules apply to a CV as to a VOF, except that you cannot bring a claim against a limited partner just like that. Such a partner is only liable to the extent of his capital contribution to the partnership. Beyond this the limited partner has no liability. This is different, however, if the limited partner behaves as an ordinary partner, that is to say, he deals with the outside world as an ordinary partner. In that case, the limited partner is liable for all the debts of the limited partnership.

BV, NV, foundation, co-operative or mutual benefit company
In the case of a BV, NV, foundation, co-operative or mutual benefit company, you can, in principle, only claim against the legal entity and not against the shareholders or management. Managers can, however, be found liable if they have conducted the management of the business 'manifestly improperly', for example, by the (very) late filing of, or failure to file, annual accounts. This only applies to a foundation if the foundation owns a large company (in excess of 3 million EUR p.a. turnover) and submits assessments for corporate income tax.
If the legal entity is declared insolvent, that means that you only have a small chance of payment. In that event, the trustee can probably give you an indication of how large that chance would be.

Association
Have you been dealing with an association? Who you can claim against will depend on the type of association it is:

o If the association is not registered in the trade register, you can claim directly against the managers and against the association itself.

o If the association is registered in the trade register, but the articles of association are not contained in any notarial deed, you can only claim against the managers if the association itself offers no further redress.

o If the association is registered in the trade register and articles of association are contained in a notarial deed, the managers cannot be held liable. However, if the association in question is a 'large' one which submits assessments for corporate income tax, then the managers can be held liable for 'manifestly improper management', such as the failure to file annual accounts on time or at all.

这些都是我在KVK网站上整理出来的。
看起来是有点头疼，觉得有很多废话。但是既然自己要创业，该了解的东西都要去了解一下吧。
有很多抽象的描述，如果大家有什么不明白的可以一起研究讨论一下~ ^ ^

Post by TrAvIs_Gio
这些都是我在KVK网站上整理出来的。
看起来是有点头疼，觉得有很多废话。但是既然自己要创业，该了解的东西都要去了解一下吧。
有很多抽象的描述，如果大家有什么不明白的可以一起研究讨论一下~ ^ ^

你什么时候变这么ＮＢ了～～我要来仔细观察一下～

楼主辛苦！支持强帖！

估计大家都没什么兴趣