Setting Up a Cooperative in the Netherlands: Procedure & Costs

Setting up a cooperative in the Netherlands can be a rewarding endeavor, combining the principles of collaboration and shared responsibility. This article serves as your go-to guide, providing insights into what a cooperative is, the steps involved in establishing one, the essential documents required, the necessary requirements, and the associated costs and taxes. Whether you’re an entrepreneur exploring new possibilities or a group with a shared vision, understanding the intricacies of forming a cooperative in the Netherlands is crucial for a successful venture.

What is a Cooperative?

A cooperative is a unique business model that emphasizes democratic ownership and control. Cooperatives share ownership among their members as opposed to regular businesses, where ownership is usually concentrated in the hands of a small number of people or shareholders. In the Netherlands, cooperatives are governed by the Cooperative Act (Wet op de Coöperatie), and they can take various forms, such as agricultural cooperatives, worker cooperatives, or consumer cooperatives.

How to Set Up a Cooperative in the Netherlands?

Forming a cooperative in the Netherlands involves several steps, each critical to the success and legality of the venture. 

Here are the steps to set up a cooperative in the Netherlands:

1. Thorough Research and Planning

Embarking on the journey of forming a cooperative begins with extensive research and careful planning. Define the objectives, identify potential members, and understand the Dutch legal and regulatory environment.

2. Choose a Suitable Legal Form

The Dutch legal system offers various legal forms for cooperatives. Opting for the right one depends on factors such as the number of members, capital requirements, and the nature of the business.

3. Drafting the Articles of Association

The Articles of Association serve as the constitution of your cooperative, outlining its objective, structure, as well as regulations. This document should comply with Dutch legal standards and should be carefully considered.

4. Appointment of Board Members

Every cooperative in the Netherlands must have a board of directors. Select individuals with the skills and expertise necessary to steer the cooperative toward success. Appoint a minimum of three members to comply with legal requirements.

5. Registration with the Chamber of Commerce

To officially exist as a legal entity, your cooperative must be registered with the Dutch Chamber of Commerce (Kamer van Koophandel). This registration process ensures transparency and provides public access to essential information about your cooperative.

Documents Required to Set Up a Cooperative in the Netherlands

Ensuring a smooth registration process involves compiling a set of documents.

The following documents are typically required:

• Articles of Association: The articles of association clearly describe the cooperative’s goals, structure, and regulations.
• Membership Agreements: Detailing the rights, responsibilities, and obligations of each member.
• Proof of Identity: Valid identification documents for each member and appointed board members.
• Registered Office Address: A physical address in the Netherlands where official documents and correspondence can be delivered.
• Declaration of No Objection: A statement confirming that the intended business activities do not conflict with existing laws and regulations.

Requirements to Set Up a Cooperative in the Netherlands

To ensure a smooth establishment process, several requirements must be met:

• Minimum Number of Members: A cooperative in the Netherlands typically requires at least two members for formation.
• Legal Form: Choose the appropriate legal form for your cooperative, such as U.A. (cooperative with excluded liability) or B.A. (cooperative with limited liability).
• Articles of Association Compliance: Ensure that the drafted Articles of Association comply with Dutch legal requirements.
• Board of Directors: Appoint a board of directors accountable for managing the cooperative.
• Registered Office: Have a registered office address in the Netherlands.

Costs of Forming a Cooperative in the Netherlands and Taxes Applicable

Understanding the financial aspects of forming a cooperative is essential for effective planning. 

While the costs can vary based on factors such as legal advice and services, here are the primary expenses to consider:

• Legal and Notary Fees: Engage legal and notary services for drafting the Articles of Association and ensuring legal compliance.
• Chamber of Commerce Registration Fee: Pay the registration fee when submitting documents to the Chamber of Commerce.
• Bank Account Opening Fees: The creation of a business bank account may be subject to fees from certain financial institutions.   
• Taxes: Corporate income tax is applicable to cooperatives in the Netherlands.

Value Added Tax (VAT) may also be relevant, based on the type of activity carried out by the cooperative.

Conclusion

Setting up a cooperative in the Netherlands offers a unique avenue for collective entrepreneurship. From defining objectives to registering with the Chamber of Commerce, each step requires careful consideration.

OnDemand International recognizes the complexities of this process and offers expertise to assist you in starting your cooperative. Our dedicated professionals can guide you through gathering necessary documents, navigating registration with relevant authorities, and facilitating online bank account opening. Trust us to turn your cooperative vision into a successful reality.