A legal entity (rechtspersoon) is an organisation that the law treats as a separate holder of rights and obligations. For property law purposes it is equal to a natural person (article 2:5 Dutch Civil Code). Articles 2:1 to 2:3 of the Civil Code list exhaustively which organisations are legal entities.
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Which legal entities exist in Dutch law?
Article 2:1 covers public bodies such as the State, provinces, municipalities and water boards. Article 2:2 covers church communities. Article 2:3 lists the private law entities: the private limited company (BV), the public limited company (NV), the foundation (stichting), the association (vereniging), the cooperative (coöperatie) and the mutual insurance society (onderlinge waarborgmaatschappij).
Is a sole proprietorship or VOF a legal entity?
No. A sole proprietorship (eenmanszaak), a general partnership (VOF), a limited partnership (CV) and a professional partnership (maatschap) have no legal personality. In a VOF, partners are jointly and severally liable with their private assets (article 18 Commercial Code).
What does legal personality mean for liability?
A legal entity has its own assets, and creditors can in principle only claim against those. There are exceptions: directors can be held liable for improper management (article 2:9), in bankruptcy (article 2:248) or in tort. Directors of a BV are also jointly and severally liable for acts before its registration in the trade register (article 2:180(2)).
How is a legal entity formed?
A BV, NV and foundation are incorporated by notarial deed and registered in the trade register. An association can be formed informally, but then has limited legal capacity.
Related terms
- Private limited company (BV)
- General partnership (VOF)
- Directors’ liability
- Management and Supervision of Legal Entities Act
For advice on choosing a legal structure, see our corporate law page. Book a free introductory meeting.
