Corporate law

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Are you faced with a challenging decision as an entrepreneur?

Running a business means making choices, and it all starts with building your enterprise. You’ll need to choose the right legal structure, organise your business, and establish relationships with all stakeholders, from employees to investors.

We are your sparring partner, offering practical advice on the right legal structure, the rights and obligations of shareholders, directors, and supervisory board members, as well as liability issues. We’re here not only at the outset but also throughout your entrepreneurial journey, thinking alongside you.

Would you like to learn more or need assistance with a particular issue? Don’t hesitate to get in touch with one of our corporate law specialists, Michiel Appelhof or Roland Elzinga.

We provide advice and guidance on a range of matters, including but not limited to:

Setting up a new company
Legal structures
Articles of association
Company regulations
Contracts and agreements
Disputes between shareholders or partners
Liability issues
Financing
Beneficial owner (UBO) registration

Family Business Services

Within corporate law, we work extensively with family businesses. We understand the dynamics of running a family business and are aware of both the strengths and challenges that come with it. This allows us to provide tailored support.

We don’t do this alone—CROP has a team of specialists who work with family businesses from financial, tax, and legal perspectives. This comprehensive approach ensures that all relevant interests are taken into account.

Which legal structure suits my business?

The choice of a legal structure depends on several factors, including the stage of your business and your specific preferences. An important consideration is whether you are personally liable for your business debts. In that case, you might opt for a sole proprietorship. If you choose a private limited company (Ltd), you are only personally liable in exceptional circumstances.

What is a partnership?

A partnership is a legal structure. In the Netherlands, partnerships include the general partnership (VOF), the limited partnership (CV), and the professional partnership (maatschap). These structures involve two or more individuals who share profits or losses based on mutual agreements. If you choose a partnership as a business owner, you are personally liable for the debts of your business.

Which agreements should I draft when starting my business?

This depends on the legal structure chosen for your business. If you opt for a partnership, you need to draft an agreement outlining how the business will be operated. This agreement should include arrangements on matters such as profit or loss sharing and the process for partners joining or leaving the partnership.

If you choose a legal structure like a private limited company (BV) with multiple shareholders, it is wise to create a shareholder agreement. This agreement can outline decision-making processes, information sharing, and shareholder entry and exit terms.

What should my company’s articles of association include?

The articles of association for a private limited company (BV) or public limited company (NV) are drawn up by a notary and registered with the Chamber of Commerce. These articles must include the name of the legal entity, its registered office, and a description of the business’ purpose. Additionally, they must include rules regarding the tasks and responsibilities of the board, the general meeting, and any requirements related to the transfer of shares.

Am I personally liable as a director of my company?

This depends on the legal structure chosen for your business. If you opt for a partnership, creditors may claim your personal assets. However, if you choose a private limited company (BV) or public limited company (NV), the principle is that you are not personally liable for business debts. This may change, however, if you act negligently as a director. Examples of negligent behaviour include failing to file annual accounts with the Chamber of Commerce on time or not maintaining proper financial records.