Juridisk rådgivning for oppstartsbedrifter: etablering av et selskap i Nederland

For a startup in the Netherlands, five legal decisions in the first year matter most: the legal form, the founders’ agreement, ownership of intellectual property, the employment contracts and the compliance duties that start with registration in the Chamber of Commerce (KVK) trade register. If outside investment is realistic within eighteen months, a private limited company (BV) is almost always the right form. The exception is a founder from outside the EU, EEA or Switzerland, who must first sort out a residence permit.

Below we go through those decisions in order and set out what founders and investors should each check. We do not advise on tax structuring; for founder shares and option schemes you need a tax adviser alongside your lawyer.

What do you need before you start trading?

Every business operating in the Netherlands must be registered in the trade register of the KVK. The register shows who may sign for the company and to what extent.

Some sectors also need a permit, such as catering with alcohol, passenger transport, healthcare, childcare and financial services. Founders from outside the EU, EEA and Switzerland need a residence permit. The start-up permit is granted for one year and requires an agreement with a facilitator recognised by the Netherlands Enterprise Agency (RVO); after that year, the self-employed permit follows, which is assessed on a points system. Check the requirements on ind.nl before you incorporate.

Hvilken juridisk form bør du velge?

For a scalable startup, choose a BV. It separates your private assets from the business and allows investors to take a stake through shares.

• Sole proprietorship (eenmanszaak): simple and cheap, but creditors can reach your private assets.
• General partnership (vennootschap onder firma, VOF): two or more partners, each liable in full for all partnership debts.
• BV: no minimum share capital since 1 October 2012, incorporated by notarial deed (Article 2:175 Dutch Civil Code, BW). The articles of association can create share classes and transfer restrictions.
• NV (public limited company): statutory minimum capital of €45,000 and heavier formalities; rarely needed for a startup.

A BV is usually incorporated within one to two weeks once the notary has the identity documents and the agreed articles. Directors of a BV are personally liable only in specific cases, such as mismanagement in bankruptcy or entering into obligations they knew the company could not meet. Converting a sole proprietorship into a BV later requires a notarial deed and raises tax questions, so choose deliberately at the start. Read more on Nederlandsk selskapsrett.

How do you arrange founder equity and vesting?

Sign a founders’ or shareholders’ agreement before the first customer or investor arrives. The most common legal cause of startup failure is a founder who leaves with a large block of shares and no duty to return them.

The agreement records each founder’s shareholding and share class, role and time commitment, and which decisions need shareholder approval, such as issuing shares, taking on debt or selling the company. It also assigns to the company all intellectual property a founder created for it, including work from before incorporation.

Vesting is common practice: four years with a one-year cliff. Under Dutch law it is usually implemented as a call option for the company or the other founders over unvested shares at nominal value if a founder leaves. Because every share transfer in a BV requires a notarial deed (Article 2:196 BW), the agreement and the articles must work together. Clear good-leaver and bad-leaver definitions, and drag-along and tag-along clauses, prevent a minority holder from blocking a later sale.

Hvem eier den immaterielle eiendommen?

Copyright in work made by an employee in the course of the job belongs to the employer (Article 7 Copyright Act). Work made by a freelancer or agency stays with the maker unless it is transferred by deed, so take written assignments from every contractor.

Trademarks must be registered: with the Benelux Office for Intellectual Property (BOIP) for the Benelux, or with the EUIPO for the whole EU. Patents protect technical inventions that are new, inventive and industrially applicable; novelty is absolute, so pitching an invention before filing can destroy it. Trade secrets are only protected under the Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen) if you take reasonable measures to keep them secret, such as a ikke-opplysningsavtale.

Which employment rules catch founders out?

Dutch employment law is largely mandatory: clauses that give the employee less than the statute are void. Imported templates are the main source of errors.

• Written information: the employer must inform the employee in writing of the essential terms, partly within one week and partly within one month of the start (Article 7:655 BW).
• Probationary period: not allowed in a contract of six months or less; maximum one month in a fixed-term contract shorter than two years; maximum two months otherwise (Article 7:652 BW).
• helligdager: at least four times the weekly working hours, so 20 days for a full-time employee (Article 7:634 BW).
• Chain rule: a fourth fixed-term contract, or a chain exceeding 36 months, becomes a permanent contract unless there is a gap of more than six months (Article 7:668a BW).
• Non-compete clause: must be in writing and, in a fixed-term contract, needs a written statement of compelling business interests (Article 7:653 BW). See our article on konkurranseklausuler i henhold til nederlandsk arbeidsrett.

Check whether a collective labour agreement (cao) applies to your sector. Where it does, it may prescribe pay scales and a mandatory pension scheme.

How do you secure your commercial contracts?

A contract concluded by email binds you as firmly as a signed document. The risk is proving what was agreed, so put your terms in writing and use them consistently.

General terms and conditions can be annulled if you did not give the other party a reasonable opportunity to read them before or when the contract was concluded (Articles 6:233 and 6:234 BW). Send them with the quotation, not with the invoice. If both parties refer to their own terms, the first reference prevails unless the other party expressly rejects it (Article 6:225(3) BW). Our guide to utarbeidelse av generelle vilkår og betingelser forklarer mer.

Which compliance duties start on day one?

A startup has the same administrative duties as an established company from the day it registers. Some of them carry personal liability for the directors.

• Annual accounts: a BV must file them with the KVK no later than twelve months after the end of the financial year. Late filing leads to a statutory presumption of mismanagement if the BV goes bankrupt (Article 2:248(2) BW).
• Oppføringer: keep the books and supporting records for seven years (Article 2:10 BW).
• UBO register: register the ultimate beneficial owners and update the entry after every funding round.
• MVA: file periodic returns; the small businesses scheme (KOR) exempts turnover up to €20,000 a year, on application.
• GDPR: a lawful basis, a privacy statement, a processing register and data processing agreements; report data breaches to the Dutch Data Protection Authority within 72 hours where feasible.
• Nettsikkerhet: the Cyberbeveiligingswet, implementing NIS2, has applied since 15 August 2026. Most startups fall outside it, but customers within scope pass the requirements on by contract. See our page on 2 NOK.

Hva bør du sjekke som gründer?

• Is the company a BV before you take on investors, staff or large contracts?
• Is there a signed founders’ agreement with vesting and leaver clauses?
• Has every freelancer and agency assigned its intellectual property to the company in writing?
• Are your brand name and domain checked against registered trademarks?
• Do your employment contracts comply with Articles 7:652, 7:653 and 7:655 BW?
• Are the UBO register and shareholders’ register up to date after each round?

What should you check as an investor in a Dutch startup?

• Does the company own its source code, designs and trademarks, with written assignments from contractors?
• Do the articles and shareholders’ agreement provide drag-along, tag-along and reserved matters?
• Have all share issues been made by notarial deed and recorded in the shareholders’ register?
• Have the annual accounts been filed on time?
• Are there disputes with co-founders, employees or customers?

What can we do for you as a startup?

Våre selskapsrett team advises founders and investors in English, German, French and Turkish.

• Vi utarbeider vedtektene og koordinerer stiftelsen med notarius publicus.
• We draft the founders’ or shareholders’ agreement, including vesting and leaver clauses.
• We draft IP assignments for founders, freelancers and agencies.
• We review your employment contracts against Dutch mandatory law.
• We review term sheets and negotiate the investment documents for a funding round.

Sammendrag

• Choose a BV if outside investment is realistic; there is no minimum capital since 2012.
• Sign a founders’ agreement with vesting before the first investor or customer arrives.
• Take written IP assignments from every freelancer and agency.
• Dutch employment law is largely mandatory; check probation, holidays and the chain rule.
• File annual accounts within twelve months to avoid a presumption of mismanagement.

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