Franchise—Netherlands—Q&A guide
Franchise—Netherlands—Q&A guide

The following Commercial practice note provides comprehensive and up to date legal information covering:

  • Franchise—Netherlands—Q&A guide
  • 1. What forms of business entities are relevant to the typical franchisor?
  • 2. What laws and agencies govern the formation of business entities?
  • 3. Provide an overview of the requirements for forming and maintaining a business entity.
  • 4. What restrictions apply to foreign business entities and foreign investment?
  • 5. Briefly describe the aspects of the tax system relevant to franchisors. How are foreign businesses and individuals taxed?
  • 6. Are there any relevant labour and employment considerations for typical franchisors?
  • 7. How are trademarks and know-how protected?
  • 8. What are the relevant aspects of the real estate market and real estate law?
  • 9. How widespread is franchising in your jurisdiction? In which sectors is franchising common?
  • More...

Franchise—Netherlands—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to franchise in Netherlands published as part of the Lexology Getting the Deal Through series by Law Business Research (published: June 2020).

Authors: Parker Advocaten—Tessa de Mönnink

1. What forms of business entities are relevant to the typical franchisor?

Franchises may be subject to any form of business entity existing under Dutch law, in particular:

  1. private limited liability companies (BVs);

  2. public companies (NVs);

  3. sole proprietorships;

  4. general partnerships; and

  5. limited partnerships.

BVs and NVs are legal entities. General partnerships, limited partnerships and sole proprietorships are non-legal entities. The question of whether a business entity is a legal entity or not affects the franchisor’s personal liability.

2. What laws and agencies govern the formation of business entities?

The formation of business entities is, in particular, governed by:

  1. Book 2 of the Dutch Civil Code for legal entities;

  2. Book 7A of the Dutch Civil Code; and

  3. the Commercial Code.

There are also several specific laws, for example:

  1. the Works Councils Act;

  2. the Commercial Register Act 2007; and

  3. the Commercial Register Decree 2008.

All business entities must be duly registered in the Commercial Register of the Dutch Chamber of Commerce. Further information can be found at www.kvk.nl/english/.

3. Provide an overview of the requirements for forming and maintaining a business entity.

The requirements for forming and maintaining a business entity depend on what form of business entity is incorporated.

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