Private Limited Liability Company (PLC/B.V.)

Private Limited Liability Company (PLC/B.V.)

A Private Limited Liability Company (PLC) is referred to as a Besloten Vennootschap (B.V.) in Dutch.

The B.V. can be organized in such a manner that it is “managed by shareholders”; in that case there is no distinction made between shareholders and managing directors as corporate bodies.

Click here to see a brief overview on an B.V.

Key Characteristics
  • This form of the private limited liability company does not have a Board of Managing Directors as a separate corporate body.
  • The joint shareholders act as management, which simplifies the taking of corporate action and the management of this type of company in general.
  • Since no Managing Directors have been appointed as such, there are no formalities of appointment, suspension, and dismissal of Managing Directors, nor is there a difference between shareholders’ meetings and Board meetings in this case.
  • The shareholders may determine the details of the way in which they will manage the company, the division of tasks mutually agreed upon, etcetera, in a shareholders’ agreement.
  • Using this type of company, a legal concept can be created that resembles the partnership (commanditaire vennootschap), the general partnership (maatschap), or the limited partnership (vennootschap onder firma – VOF), and at the same time benefits from the fact that, as opposed to partnerships, this company managed by shareholders is a legal entity with the ability to act, sue and be sued in its own name.
  • The shareholders are only liable for such company’s debts up to the amount to be paid on those shares (if any).

Download MODEL C Form

Download an Example Form (exemplary version)