Besloten vennootschap

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Besloten vennootschap (Dutch pronunciation: [ˌbə.ˈsloː.tə(n) ˈvɛ.noːt.ˌsxɑp]) (usually abbreviated bv) is the Dutch version of a private limited liability company. The company is owned by shareholders, and the company's shares are privately registered and not freely transferable. The phrase means "secluded partnership" or "private partnership" and it is the most common form of limited company in the Netherlands.

In Belgium, the term Besloten Vennootschap met Beperkte Aansprakelijkheid (BVBA)in Dutch / Société Privée à Responsabilité Limitée (SPRL) in French is used as legal term, which stands for private company with limited liability.

A BV may be created by one or more individuals or legal entities, Dutch or foreign, with a minimum paid in capital of €0,01. A deed of incorporation is executed and filed. The deed must be in Dutch. It must contain details of the incorporators, and of the initial Members of the Board, their amounts of participation and payments of initial capital. The deed also contains the Articles of Association, consisting of at least:

  • the company name (which must begin or end with "B.V.")
  • the city where the company has its registered seat
  • the purpose of the company
  • the authorized capital in euros and its division in shares
  • the conditions for share transfer

The authorized capital is the maximum capital that may subsequently be issued without altering the Articles of Association; it may be up to a maximum of five times the initial capital.

Contrast with the publicly traded form of company: Naamloze Vennootschap.

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