Doing Business in the Netherlands 2012 - American Chamber of ...

2.2 Subsidiary
Dutch law distinguishes two types of limited liability companies:
public companies (naamloze vennootschap or NV), and private
companies with limited liability (besloten vennootschap or BV). The
main differences between these two entities are as follows:
� BVs (as opposed to NVs) cannot issue bearer shares as well as
share certificates evidencing the shares.
� NVs with bearer shares can be listed at the Dutch Stock
Exchange; for BVs, this is not possible.
� The transfer of shares in BVs (as opposed to NVs) is always
subject to the transfer restrictions as set forth in the Articles of
Association, which may include prior approval of the general
meeting of shareholders or another corporate body as
designated under the company’s Articles of Association or a
right of first refusal of the other shareholders. For NVs,
transfer restrictions are optional.
� BVs may be formed with a minimum issued and paid-in
capital of EUR18,000, while NVs must have a minimum
issued and paid-in capital of EUR45,000.
A Dutch subsidiary may be established and owned by one or more
shareholders that may either be individuals or legal entities, regardless
of their nationality.
The issuance and transfer of registered shares and the transfer of a
restricted right to the shares (for instance a right of pledge) require the
execution of a notarial deed before a Dutch civil law notary in the
Netherlands. This obligation does not apply to NVs whose shares or
share certificates are in bearer form or are officially listed on a
regulated stock exchange.
24 Baker & McKenzie