Corporate law firm in the Netherlands

MAAK Advocaten is a corporate law firm in Amsterdam advising international businesses on Dutch corporate structures, shareholders agreements, directors' duties and liability, and day-to-day corporate housekeeping. Most of our corporate clients are foreign groups establishing a Dutch operating entity for their European activities, or their Dutch counterparties and management teams.

Corporate law in the Netherlands is codified primarily in Book 2 of the Dutch Civil Code, and it offers a business-friendly framework for private limited companies (besloten vennootschap, or B.V.) and public limited companies (naamloze vennootschap, or N.V.). The B.V. is by far the most common vehicle for international businesses, and since the 2012 flex-B.V. reform its formation requirements have been stripped back to the point where a single shareholder and a single director can set one up within a matter of days.

Our corporate practice is pragmatic. We help clients get the structure right, put the governance documents in place, and keep the Dutch entity running cleanly on the commercial level. We are not a large corporate department handling billion-euro M&A transactions, and we do not pretend to be. What we do well is the corporate work that international businesses actually need when they operate in the Netherlands.

Setting up a Dutch B.V. or branch

The first decision for a foreign group entering the Netherlands is usually whether to incorporate a Dutch subsidiary or register a branch of the foreign parent. Both options are available, and the right choice depends on tax treatment, liability exposure, operational requirements and the group's longer-term plans for the Dutch activity.

A Dutch B.V. is a separate legal entity with its own liability profile. Creditors of the B.V. can look to the B.V.'s assets but, in the normal course, not to the parent. Incorporation requires a notarial deed executed by a Dutch civil-law notary, registration with the Dutch Trade Register at the Chamber of Commerce, and the adoption of articles of association. There is no minimum capital requirement. A single shareholder and a single director are sufficient, and both can be non-Dutch and non-resident. Incorporation timelines are typically one to two weeks once the KYC file is complete. See our step-by-step guide on how to incorporate a Dutch B.V.

A branch of a foreign company is simpler to register but does not provide a separate legal shell. The foreign parent remains directly liable for the branch's obligations. Branches are registered with the Chamber of Commerce and must file certain accounting information, and Dutch tax and employment rules apply to activities carried on through the branch. For businesses that want a low-commitment Dutch presence without creating a new legal entity, a branch can work. For anything with operational scale or liability exposure, a B.V. is usually the better choice.

Our work on the incorporation side covers the full workflow: choice of structure, drafting the articles of association, coordinating the notarial deed with the civil-law notary, Chamber of Commerce registration, initial shareholder and director resolutions, and alignment with the group's internal governance requirements.

Shareholders agreements under Dutch law

The articles of association (statuten) of a Dutch B.V. handle the corporate basics: share classes, transfer restrictions, board structure, general meeting powers. The real governance work typically sits in a separate shareholders agreement, which can be adapted to the specific commercial relationship between the parties without the formalities and public filings that go with changes to the articles.

In a shareholders agreement we work through the questions that determine how the venture will actually run: how the board is appointed and removed, which decisions require shareholder approval, how budgets and business plans are adopted, how deadlocks are resolved, how new investment is handled, and how shareholders can exit. For joint ventures between unrelated parties we build in tag-along and drag-along rights, pre-emption mechanics, and valuation procedures. For wholly-owned subsidiaries within a group we focus on decision-making authority, cash pooling, intercompany agreements and group liability declarations.

Dutch law offers parties significant freedom to shape these arrangements. The key constraint is that a shareholders agreement cannot override mandatory provisions of Book 2 of the Dutch Civil Code or the B.V.'s articles of association. Getting the interaction between articles and shareholders agreement right is where legal drafting adds real value.

Directors' duties and personal liability under Dutch law

Directors of Dutch companies bear real personal liability risks in specific situations. Foreign managers taking board positions in a Dutch entity sometimes underestimate these risks, because the exposure is broader than the equivalent standards in many common-law jurisdictions.

The baseline standard for director liability is article 2:9 of the Dutch Civil Code, which makes a director personally liable towards the company for serious mismanagement (ernstig verwijt). In normal commercial decisions, taken with reasonable information and in the company's interest, directors are protected. The risk arises when a decision clearly falls outside what a reasonably prudent director would do, or when basic duties are neglected.

In a bankruptcy scenario, director liability expands significantly. Article 2:248 of the Dutch Civil Code allows the bankruptcy trustee to hold directors personally liable for the shortfall in the estate if they have manifestly mismanaged the company in the three years before bankruptcy. Failure to keep proper accounts or to file annual accounts on time creates a statutory presumption of mismanagement, which places the burden on the director to prove otherwise. This is the rule that most often catches foreign-managed Dutch entities off guard, because the filing obligations are administrative and easy to overlook.

Beyond the statutory regime, directors can also face personal liability in tort to third parties who suffer loss because of the director's conduct, and to the tax authority for unpaid wage and turnover taxes under the chain liability rules. We advise boards on the scope of these risks, the procedural steps that reduce them, and the use of D&O insurance to manage residual exposure.

Corporate governance under Dutch law

Once the entity is up and running, corporate law becomes a continuous rather than a project-based discipline. Board resolutions, shareholder resolutions, annual accounts filings, changes in share capital, appointments and resignations, transfer of shares, dividend distributions and discharge: all of these generate corporate work that needs to be done properly, on time, and in coordination with the civil-law notary and the Dutch Trade Register.

For clients who want ongoing Dutch-law corporate support without a large commitment, we work on light retainers that cover routine corporate housekeeping and give predictable access to advice on non-routine questions as they arise. For one-off matters, we work on a fixed fee where the scope is clear. In both cases, the goal is the same: make sure the Dutch entity is in good legal order and that the client does not have to think about corporate compliance unless it matters.

Larger corporate transactions (share sales, mergers, demergers, capital restructurings, complex investment rounds) are also part of our practice, and we handle them either in-house or in coordination with tax and notarial specialists depending on the complexity and size of the deal. Due diligence, representations and warranties, and earnout arrangements are part of the standard toolkit. For pure high-volume M&A we are honest about where our practice sits: smaller and mid-market transactions are our sweet spot.

Working with MAAK Advocaten

Our corporate work runs in Dutch, English and German. Documentation, board meetings and board minutes can all be handled in the language of the group. Clients reach the specialist handling the file directly, and fees are agreed in advance as described on our lawyer fees page.

If you are considering a Dutch subsidiary, setting up a joint venture with a Dutch party, taking a board seat in a Dutch entity, or dealing with any other Dutch corporate matter, an initial conversation is at no charge. Read more about MAAK Advocaten and our team.

Call +31 20 210 31 38, email mail@maakadvocaten.nl, or visit our contact page. MAAK Advocaten is based at Kraanspoor 34, 1033 SE Amsterdam.

Frequently Asked Questions

How quickly can a Dutch B.V. be incorporated?

Once the KYC file (identification documents, ultimate beneficial owner information, proof of address) is complete and the articles of association have been agreed, the notarial deed and Chamber of Commerce registration are usually finalised within five to ten working days. The main variable is how quickly the parties can produce KYC materials, not the legal process itself. For groups that need a shelf company or a faster route, alternatives are available.

Does a Dutch B.V. need a Dutch resident director?

No. Dutch corporate law does not require a B.V. to have a Dutch resident director. Directors can be individuals or legal entities, and they can be non-Dutch and non-resident. Dutch tax residency of the company is a separate question from director nationality, and the two are sometimes conflated: if the B.V. is to be treated as Dutch tax resident, factors like where substantive decisions are actually taken become relevant. For the corporate-law question alone, foreign directors are fine.

What is the biggest director liability risk that foreign-managed Dutch entities overlook?

Late filing of annual accounts. Under article 2:394 of the Dutch Civil Code, Dutch companies must file annual accounts with the Chamber of Commerce within specified deadlines. Late or missing filings create a statutory presumption of director mismanagement if the company subsequently goes bankrupt, under article 2:248. This presumption shifts the burden of proof to the director and can turn a manageable situation into personal liability exposure. It is one of the simplest risks to avoid and one of the most commonly missed.