What Is an N.V.?
The term N.V. refers to an acronym for the Dutch phrase Naamloze Vennootschap. An N.V. is a public limited liability company or an open corporation that sells shares to the public in order to generate income. The acronym appears after the company name, the same way American and British company names precede the words Inc. or PLC. Corporations that wish to set up an N.V. must meet certain thresholds, including minimum capital and registration requirements. The N.V. structure is commonly used in Dutch or Dutch-influenced nations, including the Netherlands, Belgium, and Aruba.
- N.V. is an acronym for Naamloze Vennootschap, a public limited liability company in the Netherlands and other Dutch-influenced nations.
- An N.V. issues shares to shareholders who have the power to make decisions about the company.
- Companies that wish to adopt this corporate structure must meet certain requirements, including a minimum startup capital threshold of €45,000
- Establishing an N.V. allows shareholders to remain anonymous and alleviates directors of personal liability.
- Rules and regulations about setting up N.V. corporatios vary based on the country in which they operate.
How an N.V. Works
Every country has different regulations that outline the process involved with setting up a corporation. This includes rules about registration, taxation, and corporate structures. There are certain procedures that companies must abide by in order to go public, regardless of the country in which they do business.
As noted above, an N.V. or Naamloze Vennootschap is a type of company in the Netherlands. It is also a common corporate structure in other Dutch-influenced countries, such as Aruba, Belgium, Suriname, the Dutch West Indies, Indonesia, Curacao, and St. Maarten. The procedures to set up and operate an N.V. vary by country.
This type of corporation generally operates the same way an incorporated company does in the U.S. or a public limited company does in the United Kingdom. The company issues stock to individuals and entities who are able to make decisions about the company's future, including appointing and changing those who sit on the board of directors (BoD). Shareholders may remain anonymous under the structure, as the term Naamloze Vennootschap literally translates to the term "nameless venture."
A minimum of €45,000 in startup capital is required to establish an N.V. in the Netherlands. Notary services are also needed. This professional must draft a notarial deed with the articles of association, which highlights the purpose of the corporation and the responsibilities of those involved. The company and the names of the directors are then registered at the Netherlands Chamber of Commerce in the Dutch Commercial Register.
Here are a few other requirements an N.V. must follow in the country:
- Corporate tax rates and tax rules apply, including the use of corporate tax deductions. Directors pay taxes on their salaries and dividend taxes on the shares they own. Payroll taxes apply to any workers under the N.V.
- Directors are not personally liable for the corporation or its debts. Shareholders are only held liable for amounts up to their shares.
- The company must register as an employer with Dutch authorities before it can hire any employees.
Along with startup capital and notary costs, companies are also responsible for accounting, registration, bookkeeping, and annual administration costs.
Businesses can operate before they are registered under the N.V. category in the Netherlands. But its directors are personally liable until registration is complete.
Shares of Dutch naamloze vennootschap entities may also be traded on stock exchanges as long as they meet certain requirements. For instance, the company must:
- Be at least five years old
- Have equity of at least €5 million
- Have shares with a total value of more than €5 million
- Have shown a profit in at least three of the previous five years
Shareholders must meet and vote on whether to cease operations as an N.V. If they decide to do so, all debts must be paid off and all dividends must be distributed to shareholders. Once this is done, the N.V. can officially be shuttered.
N.V. Structures in Other Countries
Note that the information listed above applies to those in the Netherlands. As mentioned above, the requirements to operate an N.V. generally vary based on the country where they operate. For instance:
- In Belgium, the main purpose of an N.V. is to raise capital. Although only one founder is required, at least two shareholders must be registered.
- Aruban law requires companies to obtain a business license and to be registered with the Trade Registry at the Aruba Chamber. Shareholders do not have to be residents of Aruba.
- Structures in Indonesia are called Perseroan Terbatas (PT). Formats include open, closed, domestic, individual, foreign, and general public PTs. Owners must obtain licenses, deeds of establishment, and registration certificates.
The total number of public limited companies in the Netherlands as of the first quarter of 2022.
N.V. vs. B.V.
An N.V. is just one type of structure for companies in different countries. Another option is the B.V. or besloten vennootschap in the Netherlands. This structure is a private limited company and is generally smaller than an N.V.
The corporation tends to be liable for its debts, so no onus falls on its directors. Ownership is also divided into shares, which gives shareholders the power to make decisions about the company. Although it is common for smaller entities to have a single director, there is no limit to the number of directors a B.V. can have, which means there can be multiple directors.
To establish a B.V., it must:
- Seek the services of a notary to incorporate the company
- Deposit capital of at least €0.01 or cash in kind
- Register with the KVK Commercial Register and the federal tax authority
Advantages and Disadvantages of an N.V.
Let's take a look at some of the key benefits and drawbacks of setting up an N.V. Keep in mind that this refers to corporate structures in the Netherlands—unless otherwise indicated.
Some of the key benefits of registering and operating an N.V. in the Netherlands include:
- Taking advantage of corporate tax rates and corporate tax deductions.
- Providing shareholders with anonymity, as shareholder names are not required.
- Shares are registered until fully paid up so no outlay of cash is required.
- Directors aren't personally liable for the corporation's debts.
Here are some of the key drawbacks of registering and operating an N.V. in the Netherlands:
- A higher amount of capital is required to register an N.V. compared to a B.V.
- High capital and share valuation thresholds for listing an N.V. on a stock exchange
- Can be easily acquired since shares aren't registered.
Corporate tax rates and tax deductions apply
Anonymity for shareholders
No outlay of cash is required
No personal liability for directors
Higher amount of startup capital is required compared to B.V.
High capital and share valuation thresholds to go public
Can be easily acquired
Real-Life Example of an N.V.
One of the largest Naamloze Vennootschaps in the world is Exor N.V. The company's roots trace back to the end of the 19th century but it wasn't until 1927 that it was officially founded by Giovanni Agnelli as Fabbrica Italiana Automobili Torino or FIAT.
It is now a holding company with a market capitalization of about $18.2 billion as of Jan. 20, 2022. It makes investments in a variety of sectors, including reinsurance, automobiles, agriculture, as well as professional sports. Its business segments include Fiat Chrysler Automobiles, PartnerRe, Ferrari, CNH Industrial, Juventus, and The Economist, among other enterprises.
The company remains largely controlled by the Italian Agnelli family today.
What Are the Differences Between an N.V. and B.V?
There are several things that set an N.V. apart from a B.V., namely their structures, sizes, and minimum requirements. An N.V. is a public limited company while a B.V. is a private limited company. An N.V. is reserved for larger entities and they require a greater minimum startup capital requirement of at least €45,000 compared to €0.01 for a B.V.
What Does N.V. Stand For?
N.V. stands for Naamloze Vennootschap, which is a public limited company in the Netherlands and other Dutch-influenced countries. The term Naamloze Vennootschap translates to nameless venture.
What Are the Characteristics of an N.V.?
All corporations that fall under the N.V. category are legal entities that must be registered with authorities, including those responsible for taxation. This kind of company issues shares to shareholders for the purpose of raising capital. Shareholders are able to remain anonymous and have the power to make decisions about the company.