Legal Tips for Entrepreneurs in the Netherlands

The most useful legal tips for entrepreneurs in the Netherlands come down to five early decisions: your legal form and the personal liability that goes with it, the registrations and records you must keep, your contracts and general terms, the protection of your brand and data, and the basis on which you engage the people who work for you. The main exception to the idea that a company shields you is director liability: a director can still be held personally liable in defined situations.

Each of these subjects is governed by specific Dutch rules. Each is also far more expensive to fix after a dispute has started than before. Below we summarise the obligations that actually apply to a business established in the Netherlands, with the statutory provisions behind them. This article is written for founders, self-employed professionals and foreign companies setting up a Dutch operation.

Which legal form should you choose, and what does it mean for your personal liability?

Choose a legal entity if you want to keep business debts separate from your private assets. A sole trader and a general partnership offer no such separation; a private limited company does, within limits.

A sole trader (eenmanszaak) and a general partnership (vennootschap onder firma, vof) have no legal personality of their own. As an entrepreneur you are liable with all your private assets. In a vof, each partner is jointly and severally liable for the debts of the partnership.

A private limited company (besloten vennootschap, BV) is a legal person. It is incorporated by notarial deed and in principle carries its own debts. Since the Flex-BV reform there is no minimum capital requirement. Your choice is therefore driven by risk and by how the business will be financed, not by the money you need to start.

When can a director of a BV still be held personally liable?

The separation of assets a BV provides is not absolute. A director owes the company a proper performance of their duties under article 2:9 BW (Dutch Civil Code).

A director can also be held personally liable towards creditors under article 6:162 BW. This applies, for example, where the director entered into obligations on behalf of the company knowing that the company would not be able to meet them. In bankruptcy, article 2:248 BW makes a director liable for the deficit if the board manifestly performed its duties improperly and this was an important cause of the bankruptcy. Our article on director liability in the Netherlands explains when that threshold is crossed.

What happens if you sign contracts before the BV exists?

You are then bound personally. That personal liability lasts until the company, once incorporated, ratifies the act.

Timing therefore matters. Between signing contracts in the name of a BV in formation and the actual incorporation, there is a period in which the person acting carries the risk. This is the subject of our guide to the BV in formation. The practical sequence, from idea to a functioning company, is set out in our article on the legal steps you cannot skip when starting a business.

Which registrations and records does the law require?

Every business must be registered in the trade register and keep proper records. Legal entities must also register their ultimate beneficial owners.

Every business in the Netherlands must be entered in the trade register (Handelsregister) kept by the Chamber of Commerce (Kamer van Koophandel, KvK). Changes of address, directors and authorised signatories have to be filed as well. Legal entities must in addition register their ultimate beneficial owners in the UBO register.

That register still exists and registration remains compulsory. However, general public access was closed following the judgment of the Court of Justice of the European Union of November 2022. Consultation is now limited to authorities and to parties with a legitimate interest.

Why is bookkeeping a legal duty rather than an accounting choice?

Because the law requires it, and because failing to do it can make a director personally liable. Article 2:10 BW obliges the board of a legal entity to keep records from which the rights and obligations of the company can be known at any time.

Those records must be kept for seven years. The same duty rests on natural persons carrying on a business under article 3:15i BW. A BV must also file its annual accounts with the Handelsregister within the statutory period.

Failing to do so is not a formality. In a bankruptcy, failure to keep proper records or to file the accounts on time creates a statutory presumption of improper management and of causation. In practice, this is an important route to personal liability for a Dutch director.

Can you close a company without assets quickly?

Yes, through a turbo liquidation (turboliquidatie). The criterion is that the company has no assets at the moment of dissolution; it may still have debts.

Under the rules on the transparency of turbo liquidations, the board must file financial statements and an explanation of the dissolution with the Handelsregister. Creditors can inspect these documents. A turbo liquidation is therefore not a way to leave creditors in the dark.

Do your agreements have to be in writing, and how do you make your general terms apply?

Most agreements are valid without being in writing, but a written record is what lets you prove them. General terms only protect you if you hand them over properly.

Dutch contract law is informal. An agreement comes about by offer and acceptance under article 6:217 BW. Apart from a few exceptions, such as the sale of a home to a consumer or the transfer of copyright, it does not need to be in writing.

That freedom is not a reason to trade on email confirmations alone. The party who relies on what was agreed is the party who has to prove it.

How do you avoid losing your general terms and conditions?

Give the other party a reasonable opportunity to take note of them, in principle by handing them over before or when the contract is concluded. Dutch law makes general terms easy to lose if you skip this step.

Under Book 6 BW, a reference to a website is only sufficient in defined situations. Terms that were not properly provided can be annulled, and your clause limiting liability then disappears with them.

Where both parties refer to their own terms, the first reference prevails unless the other party expressly rejects it. The order of the exchange therefore decides whose small print governs the deal. Our explanation of general terms and conditions and our overview of the types of commercial agreement set out the rules in more detail.

Which clauses deserve extra attention?

Two clauses repay the time spent on them: the liability clause and the clause on applicable law and jurisdiction.

A liability clause with a cap that relates to the contract value, combined with an exclusion of indirect loss, stands a much better chance in court than a blanket exclusion. A judge may set a blanket exclusion aside as unacceptable.

A clause naming Dutch law and a Dutch court prevents a dispute with a foreign counterparty from having to be conducted abroad. Without such a clause, the European rules on applicable law and jurisdiction may point to another country by default.

How do you make sure you get paid on time?

Agree clear payment terms, invoice with a due date and act quickly when a customer is late. Late payment is a legal problem before it is a cash flow problem.

Between businesses, the statutory payment period is thirty days after receipt of the invoice, unless a longer period is agreed. An agreed payment period between companies may in principle not exceed sixty days. A large company may not impose a payment period of more than thirty days on a small or medium-sized supplier. A longer term is void, and the statutory commercial interest then runs from day thirty-one.

The statutory commercial interest under article 6:119a BW is considerably higher than ordinary statutory interest. It accrues automatically, without a reminder.

What steps do you take when a customer does not pay?

Follow a fixed sequence. That sequence decides what you can claim later.

Send an invoice with a clear due date.
Send a written reminder that places the debtor in default.
Claim the statutory interest and the collection costs.
Only then start a claim in court. Where the debt is undisputed and the company is unable to pay, a bankruptcy petition can be used as pressure.

Retention of title, agreed in your general terms and communicated before delivery, remains the cheapest security a supplier can have.

How do you protect your brand, your creations and your know-how?

Register your trademark, secure the copyright in work you commission, and keep your know-how confidential. A trade name alone is not enough for a growing business.

A trade name is protected only by use and only in the region where it is used. A trademark registration with the Benelux Office for Intellectual Property (BOIP), or an EU trade mark, gives an exclusive right for the goods and services registered.

That registration can be revoked if the mark is not genuinely used within five years of registration. Registering everything is therefore not a strategy either. Copyright arises automatically in software, texts, photographs and designs, without registration.

Who owns work made by freelancers?

The freelancer, unless the rights are transferred to you by a signed deed. This is the rule that catches many entrepreneurs out.

Article 7 of the Copyright Act (Auteurswet) gives the employer the copyright in works created by employees in the performance of their duties. It does not apply to freelancers, agencies or contractors. Work commissioned from a self-employed developer or designer stays with that person unless the rights are transferred.

Know-how that is deliberately kept secret and protected by reasonable measures qualifies as a trade secret under the Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen). That gives you a right of action against unlawful acquisition or use. Confidentiality clauses and access controls are what create that protection. For patents, remember that any public disclosure before filing destroys novelty. Our guide to intellectual property law in the Netherlands covers the registrations and their terms.

What do you need to do about personal data and cybersecurity?

If you process personal data, the GDPR applies to you. Organisations in designated sectors must also comply with the Dutch Cybersecurity Act.

Any business that processes personal data falls under the General Data Protection Regulation (GDPR). In the Netherlands it is supervised by the Dutch Data Protection Authority (Autoriteit Persoonsgegevens). Three duties apply to almost every company:

You need a lawful basis for each processing operation and must be able to state it. Consent is only one of six bases, and for ordinary employment or supplier relationships it is usually the wrong one.
You must keep a record of processing activities.
Where another party processes personal data on your instructions, such as a payroll provider, a hosting company or a CRM supplier, article 28 GDPR requires a written processing agreement.

When must you report a data breach?

Within seventy-two hours of becoming aware of it. You report to the Autoriteit Persoonsgegevens, unless the breach is unlikely to result in a risk to the people concerned.

Cookies and similar techniques that are not strictly necessary require prior consent under the Telecommunications Act (Telecommunicatiewet). A banner that only informs visitors does not meet that standard.

Does the Cybersecurity Act apply to your business?

It may, if you operate in one of the sectors it designates. Since 15 August 2026, the Cybersecurity Act (Cyberbeveiligingswet), which implements the European NIS2 Directive, adds a further layer of obligations.

Entities within its scope must register with the National Cyber Security Centre (NCSC) and take appropriate risk management measures. They must report a significant incident within twenty-four hours, followed by a fuller notification within seventy-two hours. The first step is to establish whether your business is in scope, because the obligations do not depend on size alone. Our overview of compliance requirements for businesses maps the regimes that can apply at the same time.

Is the person working for you an employee or self-employed?

That depends on how the work is actually done, not on what the contract calls it. Dutch law looks at the substance of the working relationship.

Under article 7:610 BW, there is an employment contract where one party performs work for another for a period of time, is paid, and works in a relationship of authority. In its Deliveroo judgment of 24 March 2023, the Supreme Court (Hoge Raad) confirmed that all circumstances taken together decide the question. These include how the work is organised, whether the worker behaves as an entrepreneur and how the pay is set. A contract that says otherwise does not change the outcome.

Why does this matter more now than before?

Because the tax authorities enforce again. The enforcement moratorium on the Assessment of Employment Relationships (Deregulation) Act (Wet DBA) ended on 1 January 2025.

The Tax and Customs Administration (Belastingdienst) can therefore again impose additional assessments where a relationship qualifies as employment. The legislator is also working on further rules, including a statutory presumption of employment linked to an hourly rate. Check the current status of those rules when you engage someone.

Where the relationship is genuinely one of self-employment, make sure the agreement reflects that in substance: a defined result, the freedom to send a replacement, the use of own equipment and several clients. Our explanation of false self-employment sets out the risk factors.

What must be in place when you hire employees?

A written employment contract and clauses that meet the statutory limits. Mistakes here often make a clause void.

A written employment contract stating salary, hours, duration and the applicable collective labour agreement.
A probationary period that meets the statutory limits. A probationary period agreed for too long is void in its entirety.
A non-competition clause that is agreed in writing with an adult employee. In a fixed-term contract, it is only valid if it states the compelling business interests that justify it.

Note also that the transition payment (transitievergoeding) on dismissal is due from the first day of employment. It can therefore already be payable if you end the contract during the probationary period.

When is it worth involving a lawyer?

Before something goes wrong. Legal advice is most valuable at four moments:

when you choose your structure and draft the shareholders’ agreement;
when you create a contract template that you will use many times;
when you engage your first employee or your first freelancer;
when your business crosses a border.

At those moments, a few hours of work change the risk profile of everything that follows. Once a dispute is running, a lawyer repairs a position rather than building one.

Ask for a written engagement that sets out the scope, the fee basis and who does the work. You may expect an assessment of the risk in plain terms, including the likely cost and duration of any procedure. Our business lawyers advise Dutch and international entrepreneurs on exactly these questions. At Law and More we work in Dutch and in English for founders, established businesses and foreign companies with a Dutch operation.

In summary

A BV separates business debts from your private assets, but a director can still be personally liable under articles 2:9, 2:248 and 6:162 BW.
Register with the KvK and the UBO register, keep proper records for seven years and file your annual accounts on time.
Hand over your general terms before or at the conclusion of the contract, and agree a reasonable liability cap and Dutch law and jurisdiction.
Secure copyright in commissioned work by a signed deed, register your trademark and protect your trade secrets.
Assess every working relationship on its substance, and check whether the GDPR and the Cybersecurity Act require action from you.

Frequently asked questions

Do I need starting capital to set up a BV?

No. Since the Flex-BV reform there is no minimum capital requirement. You do need a notarial deed of incorporation.

Is the UBO register still public?

No. Registration remains compulsory, but since the judgment of the Court of Justice of the European Union of November 2022 access is limited to authorities and parties with a legitimate interest.