Joint ventures—Netherlands—Q&A guide

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

  • Joint ventures—Netherlands—Q&A guide
  • 1. What are the key types of joint venture in your jurisdiction? Is the ‘joint venture’ recognised as a distinct legal concept?
  • 2. In what sectors are joint ventures most commonly used in your jurisdiction?
  • 3. Are there rules that relate specifically to foreign joint venture parties?
  • 4. What requirements are there to disclose the ultimate beneficial ownership of a joint venture entity?
  • 5. Are there any particular drivers in your jurisdiction that will determine how a joint venture is structured?
  • 6. When establishing a joint venture, what tax considerations arise for the joint venture parties and the joint venture entity? How can tax charges be lawfully mitigated?
  • 7. Are there any restrictions on the contribution of assets to a joint venture entity?
  • 8. What is the interaction between the constitution of the joint venture entity and the agreement between the joint venture parties?
  • 9. How may the joint venture parties interact with the joint venture entity? Are there any restrictions?
  • More...

Joint ventures—Netherlands—Q&A guide

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

Authors: Heussen BV—Rens MR Berrevoets; Suzanne S Beijersbergen; Tim B Schreuders

1. What are the key types of joint venture in your jurisdiction? Is the ‘joint venture’ recognised as a distinct legal concept?

Under Dutch law, a ‘joint venture’ is not recognised as a distinct legal concept and the term ‘joint venture’ has no special statutory meaning.

The cooperation between two or more independent parties that is typical for a joint venture can be in the form of a purely contractual arrangement or by way of a jointly owned joint venture company. From a structuring perspective, a purely contractual joint venture is the simplest form of cooperation as it does not require the establishment and maintenance of a separate entity and is formalised merely by entering into a joint venture agreement setting out the main terms of the cooperation.

If the joint venture partners have decided to structure their cooperation through a separate jointly owned joint venture vehicle, they can opt for either a partnership, which under Dutch law has no legal personality, or a legal entity. The key advantage of using a partnership is that a partnership can be tax transparent, meaning that the joint

Popular documents