Naamloze Vennootschap (NV): The Complete Guide to the Dutch Public Limited Company

Overview

The Naamloze Vennootschap (NV) — literally "nameless" or "anonymous company" — is the Netherlands' public company form and the legal vehicle of choice for large corporations, listed companies, banks, insurers, and any enterprise seeking to raise capital from the public. It is distinct from the Besloten Vennootschap (BV) in several fundamental respects: it carries a higher minimum capital requirement, may issue freely transferable bearer shares, can be listed on a regulated stock exchange, and is subject to a substantially more demanding regulatory framework when its securities are admitted to trading.

The NV is a legal person (rechtspersoon) that exists independently of its shareholders. Shareholders bear no personal liability for the company's debts beyond the amount they have invested. It is the Dutch equivalent of the German Aktiengesellschaft (AG), the French Société Anonyme (SA), and the UK public limited company (PLC).

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1. Legal Framework

The NV is governed primarily by Book 2, Title 4 of the Dutch Civil Code (Burgerlijk Wetboek, BW), Articles 64 through 174. These provisions regulate the NV's formation, share capital, governance bodies, financial reporting obligations, and dissolution.

Additional legislation applies depending on whether the NV's securities are admitted to trading on a regulated market:

Instrument	Scope
Burgerlijk Wetboek Boek 2, Titel 4	Primary NV company law (Articles 64–174)
Handelsregisterwet 2007	KvK Business Register obligations
Wet op de vennootschapsbelasting 1969	Corporate income tax (VPB)
Wet op de dividendbelasting 1965	Dividend withholding tax
Wet financieel toezicht (Wft)	Financial supervision; securities regulation; listed company obligations
Wet giraal effectenverkeer (Wge)	Dematerialisation and book-entry transfer of securities
EU Prospectus Regulation (2017/1129)	Prospectus requirement for public offerings and listings
EU Market Abuse Regulation (596/2014, MAR)	Inside information; market manipulation; PDMR transactions
EU Transparency Directive (2004/109/EC, as amended)	Periodic financial reporting; major shareholding disclosure
Dutch Corporate Governance Code (2022 edition)	Comply-or-explain governance standard for listed NVs
Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft)	Anti-money laundering; UBO register

The Autoriteit Financiële Markten (AFM) is the competent supervisory authority for securities law obligations. The De Nederlandsche Bank (DNB) supervises banks and insurers that operate through an NV structure.

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2. Limited Liability

Like the BV, the NV provides its shareholders with beperkte aansprakelijkheid (limited liability): shareholders are not personally liable for the company's debts. Their financial exposure is limited to the capital they have subscribed.

The principal exceptions to this protection — director liability in bankruptcy for manifest mismanagement (Article 2:138 BW), pre-registration liability (oprichtingsaansprakelijkheid), and tortious director liability — mirror those applicable to the BV. However, for the NV, the practical exposure is different in one respect: because the NV may have a large, dispersed shareholder base (including public investors), the anonymity of shareholders makes personal claims against them operationally impossible. Director liability remains the more significant risk in practice.

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3. Minimum Share Capital

The NV carries a statutory minimum issued share capital of €45,000 (Article 2:67 BW). This is the most significant structural distinction from the BV.

Key rules at incorporation:

• At least 25% of the nominal value of each issued share must be paid up at the time the NV is incorporated. For a minimum-capital NV, this means at least €11,250 must be deposited.
• The full nominal value and any share premium must be paid up before shares are issued to any shareholder in the context of a public offering or listing.

In-Kind Contributions — Mandatory Expert Valuation

Where shares are issued in exchange for a contribution in kind (inbreng anders dan in geld), the NV is required by Article 2:94a BW to obtain an independent valuation report from a qualified expert (a registered accountant — registeraccountant). The report must confirm that the value of the in-kind contribution is at least equal to the nominal value of the shares to be issued. This report must be filed with KvK at the time of incorporation or at the time the in-kind shares are issued.

This expert valuation requirement does not apply to the BV — it is specific to the NV and reflects the NV's role as a vehicle for public capital raising, where investor protection demands an independent assessment of contributed assets.

Authorised Capital (Maatschappelijk Kapitaal)

The NV's articles of association must state an authorised capital (maatschappelijk kapitaal) — the maximum share capital the NV may issue without amending its articles. The authorised capital may not exceed five times the issued capital at any given time (Article 2:67a BW). This ceiling is designed to prevent dilution without shareholder approval.

Increasing the authorised capital requires a notarial deed of amendment of the articles and re-filing with KvK.

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4. Naming Requirements

An NV's company name must:

• Include the designation "N.V." or "naamloze vennootschap" — informing third parties of the legal form.
• Be distinctive and not identically or misleadingly similar to an already-registered trade name in the Handelsregister.
• Comply with the Handelsregisterwet 2007 and Benelux trade name rules.

The name is registered in the KvK Handelsregister and must appear on all commercial correspondence, invoices, and the company's website.

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5. Incorporation Process

Formation of an NV requires a civil-law notary (notaris), as prescribed by Article 2:64 BW. The process is substantively similar to BV incorporation but carries additional formalities.

Step 1 — Engage a civil-law notary

The founders engage a notaris from the registry of the Royal Dutch Association of Civil-law Notaries (KNB). NV incorporation is typically more complex than a BV due to the capital requirements and, for listed companies, securities law clearances. Notarial fees for an NV typically range from €1,500 to €5,000+ depending on complexity.

Step 2 — Draft the deed of incorporation

The notary prepares the deed of incorporation (oprichtingsakte), which contains the articles of association (statuten). The deed must be executed in the Dutch language. Digital execution (via secure audio-video) is permitted since 2022 subject to identity verification.

If shares are issued for a contribution in kind, the independent expert valuation report must be available at this stage.

Step 3 — Execute the deed and deposit capital

Founders sign the deed before the notary. At minimum, 25% of the nominal value of each issued share must be deposited. A bank confirmation of deposit is required.

Step 4 — KvK registration

The notary files the KvK registration immediately after execution. The NV acquires legal personality upon registration (or upon execution if the notary files within 8 days). KvK assigns a unique KvK number, which must appear on all business stationery and the company's website.

Step 5 — Tax registration

KvK registration automatically triggers a notification to the Netherlands Tax Administration (Belastingdienst), which issues VAT identification numbers and confirms tax registrations within approximately two weeks.

Step 6 — Admission to trading (listed NVs only)

If the NV intends to admit shares to trading on a regulated market such as Euronext Amsterdam, additional steps are required before or immediately after incorporation: - Appointment of a listing sponsor (regulated firm). - Preparation and AFM approval of a prospectus (see Section 13). - Execution of Euronext listing agreement and satisfaction of continued listing conditions.

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6. Articles of Association (Statuten)

The NV's statuten form part of the deed of incorporation. Under Article 2:66 BW they must contain:

1. Company name — including the designation "N.V."
2. Registered office (zetel) — a municipality in the Netherlands (or within the EU/EEA under specific conditions).
3. Object/purpose (doel) — a description of the company's business activities.
4. Share capital structure — the authorised capital, the nominal value of shares, any share classes, and the rights (voting and economic) attached to each class.
5. Issued capital — the number of shares issued at incorporation and the amount paid up.
6. Director appointment and representation rules.
7. Profit distribution rules.

NV-specific additional provisions commonly included:

• Authorised capital ceiling — the maximum amount that may be issued without a statutory amendment.
• Share transfer rules — for registered shares; whether approval is required, and by which body.
• Depositary receipt provisions — if the NV uses a stichting administratiekantoor (STAK) structure.
• Protective measures — authorisation of the board to issue protective preference shares without prior shareholder approval (within limits set by the statuten).
• Supervisory board composition and powers — especially relevant for structuurvennootschappen.

Any amendment to the statuten requires a notarial deed and re-filing with KvK.

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7. Governance Structure

7.1 General Meeting of Shareholders (Algemene Vergadering van Aandeelhouders — AVA)

The AVA holds ultimate decision-making authority over major corporate matters. For the NV, statutory AVA powers include:

• Adoption of the annual financial statements.
• Resolution to distribute profits.
• Amendment of the statuten.
• Appointment and dismissal of directors and supervisory directors (subject to the structure regime — see Section 7.4).
• Issuance of new shares and delegation of the authority to issue shares to the board.
• Approval of major transactions as specified in the statuten or required by law.
• Dissolution.

For listed NVs, the Wft and the Dutch Corporate Governance Code (DCGC) impose additional obligations on the AVA: certain material related-party transactions require prior shareholder approval; remuneration policies must be adopted by the AVA; and significant decisions regarding the company's identity or character must be submitted for approval.

7.2 Board of Directors (Bestuur)

The board is responsible for day-to-day management. NVs frequently use a two-tier board structure: - Managing board (Raad van Bestuur / RvB) — executive directors responsible for management. - Supervisory board (Raad van Commissarissen / RvC) — non-executive supervisors.

A one-tier board (monistische structuur) — with executive and non-executive directors on a single combined board — is also permitted since the 2012 Act on Management and Supervision (Wet bestuur en toezicht).

For listed NVs, the DCGC recommends specific ratios of independent non-executive directors and sets standards for board composition, effectiveness evaluation, and diversity.

7.3 Supervisory Board (Raad van Commissarissen — RvC)

In the two-tier model, the RvC oversees and advises the managing board. For listed NVs, the DCGC requires at least a majority of supervisory directors to be independent (free from material relationships with the company, its management, or its major shareholders).

The RvC has its own permanent committees for listed NVs: - Audit committee — oversees financial reporting, internal controls, external auditor. - Remuneration committee — advises on director and senior management pay. - Selection and appointment committee — nominates candidates for board positions.

7.4 Structure Regime (Structuurregime / Structuurvennootschap)

Large NVs that meet all three of the following criteria for three consecutive years are subject to the mandatory structuurregime (Articles 2:153–163 BW):

Criterion	Threshold
Employees in the Netherlands	At least 100
Balance sheet total	Exceeds €16 million
Works council (ondernemingsraad)	Present

Under the full structure regime (volledig structuurregime): - A supervisory board is mandatory. - The supervisory board has the power to appoint and dismiss managing directors (not the AVA, as is the default rule). - The supervisory board itself is self-appointing (coöptatiestelsel), subject to the right of the AVA and the works council to make binding nominations and exercise a right of objection.

Under the mitigated structure regime (verzwakt structuurregime), which applies to NVs that are a dependent subsidiary of a group (the group consolidates them, and the parent is also subject to structuurregime or an equivalent foreign regime): - The supervisory board remains mandatory. - However, the AVA retains the power to appoint and dismiss managing directors.

The structuurregime is most commonly encountered in large Dutch operating companies, listed conglomerates, and major family-owned enterprises.

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8. Share Types, Capital Structure, and Protective Measures

8.1 Registered Shares (Aandelen op naam)

Registered shares are recorded in the shareholders' register (aandeelhoudersregister), which the NV maintains at its registered address. Transfer of registered shares requires a notarial deed of transfer or, for shares admitted to a regulated market, a book-entry transfer through the clearing system.

For listed registered shares, transfer occurs electronically through Euronext Amsterdam and the central securities depository Euroclear Netherlands under the Wet giraal effectenverkeer (Wge).

8.2 Bearer Shares (Aandelen aan Toonder) — Dematerialisation

Historically, the NV could issue bearer shares (aandelen aan toonder) — anonymous, freely transferable certificates. Effective 1 January 2020, the Wet omzetting aandelen aan toonder (Act on conversion of bearer shares) required all bearer shares in unlisted NVs to be converted to registered shares. Bearer shares in listed NVs were effectively dematerialised under the Wge and exist only as book entries at Euroclear Netherlands — no physical certificates are issued or required.

As a result, all NV shares today are either: - Registered shares (on naam) — recorded by name; or - Dematerialised book-entry shares (girale effecten) — held through Euroclear Netherlands for listed NVs.

8.3 Depositary Receipts (Certificaten van Aandelen) and the STAK

A widely used Dutch governance mechanism is the certificering van aandelen (share certification). Under this structure: - Legal title to NV shares is transferred to a stichting administratiekantoor (STAK) — a Dutch foundation that acts as the formal shareholder. - The STAK issues depositary receipts (certificaten) to the economic beneficiaries, who receive all economic rights (dividends, proceeds on liquidation) but do not themselves exercise voting rights. - Voting rights are exercised by the STAK's board, which typically acts in the interests of the depositary receipt holders but is shielded from hostile takeover pressure.

The STAK structure has historically been used by major Dutch listed companies (including Heineken, ASML, and ING at various times) as a takeover defence. Under the DCGC and Wft, depositary receipt holders of listed NVs now have strengthened rights, including the right to attend and speak at the AVA and to vote on certain agenda items.

8.4 Protective Preference Shares (Beschermingspreferente Aandelen)

Many listed NVs have authorised the issuance of protective preference shares as a takeover defence. Under this mechanism: - The articles of association authorise the board (or a designated stichting) to issue preference shares at a nominal value equal to the aggregate of all issued ordinary shares. - In the event of a hostile approach, preference shares can be issued rapidly, diluting the hostile acquirer's economic and voting position by up to 50%. - Once the threat has passed, the preference shares are cancelled.

This mechanism is widely used and recognised as permissible under Dutch law, provided it is proportionate and temporary.

8.5 Priority Shares (Prioriteitsaandelen)

Priority shares confer special governance rights — such as the exclusive right to nominate directors, approve amendments to the statuten, or veto certain resolutions — irrespective of the economic value of the shares. They are held by a small group of founders or a foundation and constitute another layer of takeover protection.

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9. Taxation

The NV is subject to the same corporate income tax (vennootschapsbelasting, VPB) rates as the BV:

Taxable profit	Rate (2025 and 2026)
Up to €200,000	19%
Above €200,000	25.8%

Key tax features relevant to the NV:

• Participation exemption (deelnemingsvrijstelling): Dividends and capital gains from qualifying subsidiaries (≥5% interest) are fully exempt from VPB. This makes the Netherlands an attractive location for holding NVs.
• Innovation box: Income from qualifying intangible assets taxed at 9%.
• Dividend withholding tax (dividendbelasting): The NV withholds 15% on dividend distributions and remits to the Belastingdienst. Foreign shareholders may claim a refund or reduction under applicable tax treaties or the EU Parent-Subsidiary Directive (for qualifying EU corporate shareholders).
• Withholding exemption (inhoudingsvrijstelling): Dividends paid to a legal entity holding a qualifying participation (≥5%) and meeting anti-abuse conditions may be fully exempt from withholding.
• Listed NV considerations: Foreign institutional investors holding listed NV shares frequently file refund claims with the Belastingdienst under the Netherlands' extensive network of bilateral tax treaties (belastingverdragen). The maximum treaty-reduced rate is typically 5% or 0% for qualifying institutional shareholders.

Shareholders with a substantial interest (aanmerkelijk belang, ≥5%) in an NV — typically founders and major shareholders — are subject to Box 2 personal income tax on dividends and capital gains, at 24.5% (up to €68,843) and 31% (above €68,843) for 2026.

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10. Annual Reporting and Audit Obligations

10.1 Annual Financial Statements (Jaarrekening)

Every NV must prepare and file annual financial statements with KvK within 8 days of adoption by the AVA and no later than 12 months after the close of the financial year.

Company size and filing requirements are the same as for the BV (micro, small, medium, large classifications based on balance sheet total, net turnover, and employee numbers). Large companies face mandatory statutory audit by a registered accountant (registeraccountant).

In practice, virtually all NVs are at minimum medium-sized, so mandatory audit applies to the great majority of NVs.

10.2 IFRS for Listed NVs

NVs whose securities are admitted to trading on a regulated market (such as Euronext Amsterdam) must prepare their consolidated financial statements in accordance with IFRS as adopted by the European Union, as required by the EU IAS Regulation (EC 1606/2002). The IFRS obligation covers the consolidated accounts; the statutory annual accounts of the legal entity itself (enkelvoudige jaarrekening) may be prepared under Dutch GAAP (Titel 9 Boek 2 BW).

10.3 Half-Year Financial Reports (Halfjaarlijks Financieel Verslag)

Listed NVs must publish a half-year financial report within 3 months of the end of the first six months of the financial year (Wft Article 5:25d). This report includes:

• Condensed interim financial statements (IFRS IAS 34).
• An interim management report covering material events and risks.
• A responsibility statement signed by the managing directors.

The half-year report is published on the company's website and filed through the AFM's digital disclosure system.

10.4 Annual Report Publication and Retention

Listed NVs must publish their annual report — including audited financial statements, directors' report (bestuursverslag), and corporate governance statement — on their website and keep it accessible for at least 5 years, as required by the EU Transparency Directive (Wft Article 5:25c).

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11. KvK Registration Requirements

Every NV must be registered in the Handelsregister maintained by KvK. In addition to the standard information registered for any company (name, address, directors, signing authority), the following NV-specific information is registered:

• Legal form: naamloze vennootschap.
• Authorised capital (maatschappelijk kapitaal) — the maximum amount the NV may issue without amending its statuten.
• Issued and paid-up capital — the amount actually issued and the percentage paid up.
• Share classes and rights — if multiple classes of shares exist.
• Supervisory directors (commissarissen) — names and titles.
• Structure regime status — whether the NV is subject to the structuurregime.

Any change to registered information — new directors, address changes, statuten amendments, capital increases — must be reported to KvK within 1 week of the change.

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12. Listed NV: Euronext Amsterdam and AFM Supervision

12.1 Euronext Amsterdam

Euronext Amsterdam (a regulated market operated by Euronext N.V.) is the primary venue for the listing of Dutch NV shares. Two markets are available:

Market	Description
Euronext Amsterdam (Regulated Market)	Full listing; all EU securities law obligations apply; eligible for major indices (AEX, AMX, AScX)
Euronext Growth Amsterdam	SME-focused multilateral trading facility (MTF); lighter-touch listing requirements; some EU rules still apply

Listing conditions for the Regulated Market include (among others): - Minimum market capitalisation of €1 million (in practice, far higher for viable liquidity). - At least 25% of shares admitted to be held in public hands (free float). - At least 3 years of audited financial history. - Publication of a prospectus approved by the AFM.

12.2 AFM Supervision

The Autoriteit Financiële Markten (AFM) is the competent authority for supervising compliance with securities laws by listed NVs. AFM's supervisory remit covers:

• Review and approval of prospectuses.
• Monitoring compliance with continuing disclosure obligations (inside information, periodic reporting).
• Supervision of major shareholding notifications.
• Enforcement of the Market Abuse Regulation (MAR).
• Approval of takeover bids and squeeze-out procedures.

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13. Official Information Disclosure Obligations

This section covers the core public disclosure obligations that apply to NVs whose securities are admitted to a regulated market — obligations that are among the most distinctive features of the NV as a legal form.

13.1 Prospectus (Prospectusverordening)

Before publicly offering securities or admitting them to trading on a regulated market, a listed NV must publish a prospectus approved by the AFM. The prospectus regime is governed by EU Prospectus Regulation 2017/1129.

Key rules: - The prospectus must contain all information necessary for investors to make an informed investment decision: a description of the issuer's business, financial condition, risk factors, governance, and the terms of the securities being offered. - Approval: The AFM reviews and approves the prospectus before it is published. The review period is 10 working days for experienced issuers and 20 working days for first-time issuers. - Exemptions: No prospectus is required for offers to fewer than 150 persons per EEA member state, offers with a minimum denomination of €100,000 per investor, or offers with a total consideration below €5 million over 12 months (in the Netherlands, a national information document is required in place of a full prospectus for certain offers below this threshold under the Wft). - Supplement: A supplement to the approved prospectus must be published promptly if a significant new factor arises between approval and the final closing of the offer or listing.

13.2 Major Shareholding Disclosure (Meldplicht Substantiële Deelnemingen — Wft Chapter 5.3)

Any person who acquires or disposes of a qualifying holding in a listed NV must notify the AFM when their voting rights or capital interest crosses any of the following statutory thresholds:

3% — 5% — 10% — 15% — 20% — 25% — 30% — 40% — 50% — 60% — 75% — 95%

Key rules: - Notification must be made to AFM within 4 trading days of the date on which the threshold is crossed. - The notification obligation applies to both upward and downward crossings. - The rules capture both direct holdings and indirect holdings through controlled entities and financial instruments with economic exposure to the shares (including call options, swaps, and CFDs — even if no voting rights are held). - AFM publishes the notifications in its public register (meldingenregister), which is freely searchable online. - Failure to notify is a serious offence under the Wft, enforceable by AFM through administrative fines and public naming.

Short positions: A separate notification obligation under Regulation (EU) 236/2012 requires disclosure of net short positions exceeding 0.2% of issued share capital to AFM (private disclosure) and 0.5% (public disclosure).

13.3 Inside Information and Market Abuse (MAR — EU 596/2014)

Listed NVs are subject to the EU Market Abuse Regulation (MAR), which applies directly in the Netherlands and is enforced by the AFM.

Disclosure of inside information (Article 17 MAR): - The NV must publish inside information — information of a precise nature that, if made public, would be likely to have a significant effect on the price of the NV's securities — as soon as possible. - Publication is made via an approved dissemination mechanism (approved by AFM) and simultaneously filed with the AFM. - Delay permitted only if: (i) immediate disclosure would prejudice the NV's legitimate interests; (ii) delay is not likely to mislead the public; and (iii) confidentiality of the information can be maintained. In such cases the NV must maintain an insider list and notify AFM immediately upon public disclosure that disclosure was delayed.

Insider lists (Article 18 MAR): - The NV must maintain a list of all persons with access to inside information — including employees, advisers, and counterparties — and keep it updated in real time. - The list must be provided to AFM on request within the shortest possible time.

Prohibition on insider dealing and market manipulation (Articles 8–12 MAR): - Persons in possession of inside information may not trade in the NV's securities, encourage others to trade, or disclose the information other than in the normal exercise of their duties. - Market manipulation — conduct that gives false signals as to supply, demand, or price — is prohibited.

PDMR Transaction Reporting (Article 19 MAR): - Persons discharging managerial responsibilities (PDMRs) — managing directors, supervisory directors, and senior executives with regular access to inside information — and their closely associated persons must notify both the AFM and the NV of every transaction in the NV's securities. - Notification must be made within 3 business days of the transaction. - The obligation applies once aggregate transactions in a calendar year exceed €5,000. Below this threshold, voluntary notification is best practice. - The NV must publish the PDMR notification within the same 3 business days. - Closed periods (gesloten periodes): PDMRs may not trade in the NV's securities during the 30-calendar-day period before the announcement of an annual or half-year financial report. The NV's internal dealing policy (set by the DCGC) typically establishes closed periods and pre-clearance procedures.

13.4 Dutch Corporate Governance Code (DCGC)

The Dutch Corporate Governance Code (2022 edition), published by the Monitoring Committee Corporate Governance Code, applies to all NVs with their registered seat in the Netherlands whose shares are admitted to trading on a regulated market.

The Code operates on a "comply or explain" basis: the NV must either comply with each principle and best-practice provision or explain in its annual report why it has departed from the Code, and what alternative measures it has taken. A brief "comply or explain" statement is not sufficient — the annual report must contain a substantive explanation.

Principal DCGC themes: - Long-term value creation: The managing board must formulate and articulate a strategy for long-term value creation. The DCGC 2022 revision strengthened requirements for ESG integration into the strategy. - Board composition and independence: At least half of the supervisory directors must be independent. The combination of CEO and chair of a single-tier board is prohibited. - Remuneration: The remuneration policy for managing directors must be adopted by the AVA and must include a balanced mix of fixed and variable components. Variable pay must be linked to predefined, measurable performance criteria (including non-financial criteria). - Shareholder rights and engagement: The NV must maintain a transparent investor relations programme. Significant deviations from stated strategy require shareholder consultation. - Internal audit and risk management: Listed NVs must have an internal audit function (or justify in the annual report why it is not appropriate). - Culture and behaviour: The DCGC 2022 added explicit requirements for the managing board to monitor the culture of the organisation and report on it.

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14. Dissolution

14.1 Voluntary Dissolution

Step 1 — Resolution (ontbindingsbesluit): The AVA passes a dissolution resolution by the majority specified in the statuten.

Step 2 — Appointment of liquidator (vereffenaar): A liquidator is appointed (typically the board or an external specialist). From dissolution, the NV trades as "[Name] N.V. in liquidatie."

Step 3 — KvK notification: The dissolution is reported to KvK. For listed NVs, the dissolution must simultaneously be disclosed as inside information under MAR and notified to Euronext Amsterdam. Euronext initiates a separate delisting process.

Step 4 — Settlement of assets and liabilities: The liquidator settles all creditor claims. A notice is published in the Staatscourant (Government Gazette) providing creditors an opportunity to file claims. Asset disposals during liquidation are subject to VPB.

Step 5 — Distribution to shareholders: Remaining assets are distributed pro rata. This distribution may trigger dividend withholding tax (15%).

Step 6 — Final accounts and KvK deregistration: The liquidator files final accounts with KvK, and the NV is struck off and ceases to exist.

14.2 Post-dissolution Obligations

• A final VPB return and a final VAT return must be filed.
• Business records must be retained for at least 7 years after dissolution. The AVA designates a records keeper (bewaarder).
• For listed NVs: all mandatory disclosures must remain accessible on the company's website until the delisting is formally processed by Euronext.

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15. Key Numbers at a Glance (2026)

Item	Value
Minimum issued share capital	€45,000
Minimum paid-up at incorporation	25% of nominal value (at least €11,250)
Authorised capital ceiling	Max 5× issued capital
Corporate income tax — lower rate (≤ €200,000 profit)	19%
Corporate income tax — upper rate (> €200,000 profit)	25.8%
Dividend withholding tax (dividendbelasting)	15%
Innovation box VPB rate	9%
Box 2 — lower bracket (up to €68,843)	24.5%
Box 2 — upper bracket (above €68,843)	31%
Major shareholding thresholds (Wft)	3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75%, 95%
Major shareholding notification deadline	4 trading days
Prospectus exemption threshold (public offer)	< €5,000,000 over 12 months
PDMR transaction reporting deadline	3 business days
PDMR reporting threshold	€5,000 aggregate per calendar year
MAR closed period before financial results	30 calendar days
Half-year report publication deadline	Within 3 months of end of first half
Annual report website retention	5 years
Structure regime (structuurvennootschap) — employee threshold	100 employees in the Netherlands
Structure regime — balance sheet threshold	> €16 million
Notarial incorporation fees (typical range)	€1,500 – €5,000+
Annual accounts filing deadline	Within 12 months + 8 days after financial year end
UBO threshold	> 25% shares or voting rights

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Sources

The following official and authoritative sources were consulted in the preparation of this article:

KvK (Kamer van Koophandel — Netherlands Chamber of Commerce) - Public Limited Company (NV) — KvK English - Registering a Dutch BV or NV — KvK - Dutch Tax Rates in 2026 — KvK

Business.gov.nl (Dutch Government Enterprise Portal) - Public Limited Company (NV) — Business.gov.nl - Business Structures in the Netherlands: Overview — Business.gov.nl - Filing Financial Statements — Business.gov.nl

AFM (Autoriteit Financiële Markten) - Major Holdings in Listed Companies — AFM - Prospectus — AFM - Market Abuse: Inside Information (MAR) — AFM - PDMR Transactions — AFM

Belastingdienst (Netherlands Tax Administration) - Corporate Income Tax Rates — Belastingdienst - Dividend Withholding Tax — Belastingdienst

Monitoring Committee Corporate Governance Code - Dutch Corporate Governance Code 2022 — Monitoring Committee

Legislation (via wetten.overheid.nl) - Burgerlijk Wetboek Boek 2, Titel 4 — Naamloze vennootschappen - Wet financieel toezicht (Wft) - Wet giraal effectenverkeer (Wge)

EU Legislation (via eur-lex.europa.eu) - EU Prospectus Regulation 2017/1129 - EU Market Abuse Regulation 596/2014 (MAR)