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Doing business in the Netherlands 10name. Most cooperatives choose a system ofexcluded or limited liability. It is also possible tocreate different classes of members who are eachliable to a different extent (or not at all). If the liabilityis not excluded “U.A”, a copy of the list stating themembers must be filed with the Trade Register ofthe Chamber of Commerce. Any changes must befiled within one month after the end of each financialyear.The cooperative has no minimum capital requirementsand the capital does not have to be in Euro.The profits may be distributed to its members pursuantto a statutory provision. The articles of associationof the cooperative must also provide for a provisionregarding the entitlement of any liquidationbalance.The cooperative is increasingly used as a holding andfinancing company. The main reasons are its favourabletax treatment and its corporate flexibility.2.7 Other common forms of national businessentities2.7.1 Sole proprietorship (eenmanszaak)In the case of a sole proprietorship (eenmanszaak),one (natural) person is fully responsible and liablefor the business. A sole proprietorship does not possesslegal capacity and there is no distinctionbetween the business assets and private assets ofthe (natural) person.2.7.2 Foundation (stichting)A foundation is a legal entity under Dutch law withtwo main characteristics:• a foundation does not have any members orshareholders and is therefore governed solelyby its board of directors; and• a foundation is incorporated with the aim ofrealising a specific goal by using capital designatedfor that purpose. The goals or objective ofa foundation are stipulated in its articles ofassociation.A foundation is incorporated by means of the executionof a notarial deed of incorporation, which deed isexecuted before a Dutch civil law notary.Pursuant to mandatory law a foundation may notmake distributions to its incorporators and themembers of its corporate bodies and may only makedistributions to other persons if such distributionsare of an ideal or social nature.The board of directors of the foundation may consistof individuals and legal entities. After incorporation,members are appointed by the board itself, unlessotherwise stated in the articles of association of thefoundation. The foundation is represented by theentire management board or by board membersacting individually.Foundations are often used to create a separationbetween legal ownership and beneficial ownership ofassets.2.7.3 General/commercial partnership(Vennootschap onder firma, VOF)A general partnership can be defined as a publicpartnership that conducts a business instead of aprofession. A VOF and its partners must be registeredin the Trade Register of the Chamber ofCommerce. Each of the partners to the VOF is jointlyliable for all obligations entered into by any partnerfor the benefit of the VOF.2.7.4 Partnership (maatschap)Entrepreneurs in the liberal professions (such asdoctors, lawyers and graphic designers) often set uppartnerships (maatschap).A partnership is an arrangement by means of whichat least two partners, who may be individuals orlegal entities, agree to conduct a joint business. Eachpartner brings money, goods and/or manpower intothe business. Each partner is personally, eitherjointly or severally, liable for all the obligations ofthe partnership. A partnership does not possesslegal personality. Registration with the TradeRegister of the Chamber of Commerce is requiredfor a partnership (maatschap), only if it enters into abusiness.A public partnership (openbare maatschap) participatesin judicial matters under a common name. Thepossessions of a public partnership are legally separatedfrom the possessions of the partners.