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Private Shareholding in a Dutch LLC

Private Shareholding in a Dutch LLC

There are several types of companies which can be established in the Netherlands, each with its benefits and advantages. One of the most sought advantages to owning a company nowadays is related to the confidentiality and secrecy it can offer. There are offshore destinations meant to offer such benefits, however, onshore destinations such as the Netherlands can also provide for similar advantages.

Those interested in having confidentiality while owning a Dutch company will usually be interested in having private shareholding in a business. There are several ways in which an investor can obtain private shareholding in the Netherlands.

Below, our Dutch company formation specialists explain how private shareholding works and how it can be achieved here. You can rely on us if you need assistance in setting up a Dutch LLC company which offers such advantages.

Ownership confidentiality in the Netherlands

The Company Act is the main law which provides for the establishment of companies in the Netherlands, but it also provides for the regulations related to the information to be disclosed by the shareholders and company directors in such companies.

Under the law, a company must submit various information with the Trade Register annually. This information refers to:

  • – the full names, addresses and shares owned in the company, as well as other information is required;
  • – information about the managers and other directors in the company must also be disclosed with the Trade Register;
  • – any changes brought to the shareholding structure of company must be notified to the Trade Register;
  • – all records of the Trade Register on a company are disclosed to the public and the tax authorities;
  • – for the shareholders of public companies, special disclosure regulations apply under the Dutch laws.

Despite these regulations, confidentiality through private shareholding can be obtained in the Netherlands.

With a vast knowledge in the corporate law, our company registration specialists in the Netherlands can guide foreign investors who want to obtain private ownership in a local business.

How to obtain private shareholding in a Dutch LLC company

There are several ways in which Dutch private shareholding can be ensured. Among these are:

  1. registering a private limited liability company (BV) with at least two shareholders with the Dutch Companies Registrar;
  2. appoint a proxy to handle the company registration procedure on behalf of the beneficial owner;
  3. appoint a proxy to manage the company on behalf of the owner (when the owner is also a director);
  4. transfer the shares to a third-party through an option agreement after the company is incorporated;
  5. register a STAK foundation which benefits from a high degree of confidentiality in the Netherlands;
  6. change the trade name of the company after having it registered with the Trade Register.

Most of the times, the best way of ensuring private shareholding in a Dutch LLC company is by using the nominee services offered by specialized agents. Also, the transfer of shares can be easily made between a beneficial owner and an appointed shareholder.

Our company formation advisors in the Netherlands can help with nominee shareholder and director services which are ensured through specific service agreements and confidentiality clauses.

Ensure private shareholding in the Dutch Antilles and Curacao

The Antilles and Curacao are two of the most important offshore destinations belonging to the Netherlands. Private shareholding here can be ensured by setting up offshore limited liability companies. These will operate under the rules of the Dutch Company Law, however, a higher degree of confidentiality is provided.

If you are interested in setting up a business in the Dutch Antilles or Curacao, you can reach out to our local specialists.

Use a special purpose vehicle for Dutch private shareholding

Special purpose vehicles, such as the STAK and the trust, can be created with the purpose of ensuring an adequate private shareholding. Even if most of the times these are used by high net worth individuals as estate planning solutions, they can also be employed by foreign investors interested in owning shares in companies and thus become private shareholders.

The creation of a trust in the Netherlands can help those interested in ensuring private shareholding not be included in the Ultimate Beneficial Owner Register operated at European level.

Private shareholding is possible in the Netherlands provided that the law is respected, and the right business form is selected. If you need assistance in having private ownership in a Dutch company, do not hesitate to contact our company formation representatives.