Thinking of starting a new company?
It’s an exciting, but challenging prospect. It’s all about careful planning and taking lots of important decisions within just a short space of time.
Not just when starting up a company but also during the day-to-day business of running it as a going concern, you’ll be confronted with all manner of legal issues. So it’s important to take the right decisions in good time. To start with, you’ll need to select an appropriate legal status. Which particular status best suits your company depends on the circumstances. Are you starting your company alone or in conjunction with one or more partners?
It’s absolutely vital to get the legal status right. For example, if you decide that you wish to operate as a sole trader or in a general partnership, you’ll need to bear in mind that you can be held personally liable (i.e. with your personal capital) for all your debts, including business debts. If you are married in a community of property (gemeenschap van goederen under Dutch law), this liability also extends to your spouse’s capital.
If you choose a legal status involving incorporation as a legal entity (such as a BV), you can be held personally liable only in certain exceptional cases.
The choice of legal status also has tax implications. If you operate as a sole trader, for example, you will probably qualify for ‘self-employed persons’ tax relief’ (zelfstandigenaftrek).
There are many more questions to answer. Will you be employing staff or will you be working with freelancers? Does your company need a large amount of start-up capital – or perhaps none at all? You also need to consider the wording of contracts with your suppliers and customers. You need to think of your rights as well as your obligations. For example, you want to prevent your customers from becoming the legal owners of products you have supplied to them before they have actually paid for them. Similarly, you will not want staff to be able to take all your customers with them if they leave your employment.
So please get in touch if you would like to start up your own company without any unpleasant surprises at a later stage!