Practice Area

Corporate Law

Corporate & Commercial Law | Debt Collection

Overview

Corporate law, commercial law, and debt collection form the legal backbone of successful business operations in the Netherlands. Whether you are a foreign entrepreneur establishing your first BV, an international company expanding to the Brainport region, a business navigating complex shareholder structures, or dealing with commercial disputes and payment defaults, having the right legal foundation is essential.

At Law & More, we understand the unique challenges faced by international businesses in the Dutch corporate and commercial landscape. From company incorporation and governance to shareholder disputes, commercial contracts, and professional debt collection, our corporate lawyers combine deep knowledge of Dutch law with practical, international business experience.

Our Eindhoven and Amsterdam offices serve the vibrant tech ecosystem of the Brainport region, where innovation meets entrepreneurship. We work with startups, scale-ups, and established international corporations, providing comprehensive corporate and commercial legal services in English, Dutch, German, and other languages.

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What We Do

BV and NV incorporation and restructuring

Corporate governance and compliance

Shareholder agreements and disputes

Commercial contracts and general terms & conditions

Mergers, acquisitions, and company sales

Directors' liability and D&O insurance

Debt collection and payment recovery (zakelijke incasso)

Commercial disputes and litigation

Annual general meetings and board advisory

Cross-border transactions and international structures

Why Choose Law & More

Deep expertise in Dutch corporate and commercial law with international perspective

Transparent fixed-fee packages for standard incorporations and debt collection

Multilingual service (English, Dutch, German, Russian, Turkish)

Strategic location in Brainport Eindhoven tech ecosystem

Practical, business-focused advice tailored to your growth stage

Efficient debt collection with high success rates

Frequently Asked Questions

Common questions about corporate law answered by our experts

The total cost of incorporating a BV (besloten vennootschap) typically ranges from €1,500 to €3,000, including notary fees (approximately €500-€1,000), registration fees at the Chamber of Commerce (KVK) of around €50, and legal assistance fees. Additional costs may include translation of documents for foreign shareholders, apostille certifications, and tax advisory services. At Law & More, we offer transparent fixed-fee packages for standard BV incorporations, with clear pricing for international clients. Our all-in packages typically include drafting articles of association, coordinating with the notary, handling KVK registration, and providing initial tax structuring advice.

Yes, foreigners can absolutely serve as directors (bestuurders) of a Dutch BV. There are no nationality or residency requirements for BV directors under Dutch corporate law. However, foreign directors should be aware of tax implications, particularly regarding the 183-day rule for tax residency, and may need to arrange proper residence permits if they plan to live in the Netherlands. Directors living outside the Netherlands can manage the company remotely, though this may have tax consequences for the company's residency status. We advise international directors on structuring their role to optimize both legal compliance and tax efficiency.

Since October 2012, the Netherlands abolished the minimum share capital requirement for BVs. You can establish a BV with as little as €0.01 in share capital. However, we typically recommend at least €100-€1,000 in starting capital for practical business operations and to demonstrate financial seriousness to banks and business partners. The share capital must be fully paid up before the notary can establish the company. While the law allows for minimal capital, sufficient capital helps with opening business bank accounts, securing credit facilities, and building credibility with customers and suppliers.

Debt collection in the Netherlands typically follows a structured process: 1. Amicable phase: We send payment reminders and formal demand letters, attempting to reach a payment agreement without court involvement. This resolves approximately 70% of cases. 2. Legal phase: If amicable collection fails, we can initiate summary proceedings (kort geding) for urgent matters or regular court proceedings to obtain a judgment. With a judgment, we can enforce through wage garnishment, bank account seizure, or bailiff execution. 3. International collection: For cross-border debts, we use European payment orders or coordinate with international collection networks. Our success rate is high, and we work on a no-cure-no-pay basis for many standard collection cases, meaning you only pay if we successfully recover your debt.

The key differences are: Liability: A BV provides limited liability - shareholders are generally not personally liable for company debts. A sole proprietorship offers no such protection; you are personally liable for all business obligations. Taxation: A BV pays corporate tax (19% up to €200,000, 25.8% above). Sole proprietorships pay personal income tax (up to 49.5%). Formality: BVs require notary incorporation, annual accounts, and more administration. Sole proprietorships are simpler to establish and operate. For international entrepreneurs and those seeking investor funding, a BV is usually preferred due to liability protection and professional image.

While not legally required, a shareholders' agreement is highly recommended for any BV with multiple shareholders. The agreement regulates matters beyond the articles of association, including: - Transfer restrictions and pre-emption rights - Tag-along and drag-along provisions - Deadlock resolution mechanisms - Non-compete obligations - Dividend policies - Exit scenarios and valuation methods A well-drafted shareholders' agreement prevents disputes and provides clear procedures for common situations. It is especially important for joint ventures, investor participation, or family businesses where multiple family members hold shares.

DGA stands for directeur-grootaandeelhouder (director-major shareholder) - someone who is both a director and holds at least 5% of company shares (including partner/family holdings). Tax implications: - Mandatory minimum salary of €56,000 (2026) or 75% of highest company salary - Cannot build up unemployment benefits - Stricter expense reimbursement rules - Different taxation for company cars and benefits The DGA structure is common for owner-managers and offers tax planning opportunities through the interplay between corporate and personal taxation. We help structure DGA relationships tax-efficiently while ensuring compliance.

The timeline depends on the collection method: Summary proceedings (kort geding): 2-4 weeks from filing to court hearing, with judgment typically on the same day. This is for urgent matters where quick action is needed. Regular proceedings: 4-12 months depending on complexity and court workload. Most straightforward debt cases are resolved within 6 months. European Payment Order: 30-90 days for uncontested claims against debtors in other EU countries. Enforcement after judgment: 1-6 months depending on debtor's assets and cooperation. Wage garnishment or bank seizures can be very quick if assets are identified. Many cases settle during the legal process when debtors realize court proceedings are serious, often resulting in payment arrangements before final judgment.

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