A public limited company is a legal entity with a capital divided into shares. The shareholders provide capital to the SA and receive shares in return. These shares represent the economic interest in the NV, on the one hand, and control of the NV, on the other.
Formation of an NV
An NV can only be incorporated by notarial deed. The deed of incorporation contains, among other things, the company's articles of association. The starting capital of an NV must be at least €45,000, which must be actually paid up.
After incorporation, the NV must be registered in the commercial register.
Organs
Every NV has at least a meeting of shareholders, also known as the general meeting, and a board. The board consists of one or more directors, also called directors, and is in charge of the day-to-day management of the NV.
In the shareholders' meeting, shareholders can exercise their voting rights. The general meeting is the body with the most power within an SA. The general meeting has the following powers, among others:
- appointing and dismissing directors;
- amending the articles of association;
- deciding to dissolve the company.
In addition, NVs may also have a supervisory board that supervises the board and assists the board with advice.
Liability
Shareholders are not liable beyond the amount for which they provide capital to the NV.
Directors and supervisory directors of an NV are in principle not liable. This is different if there is improper management or supervision. If the NV has suffered damage as a result, it can hold the director or supervisory director liable.
Tax
The company itself has to pay corporate income tax on the profits it makes.
The shareholder can be taxed in private in two ways and in Box 2 or Box 3. If you hold at least 5% of the shares of an NV, you have a substantial interest. In that situation, the dividend you receive from the NV is subject to income tax in Box 2. If you hold less than 5% of the shares (of a certain kind) in an NV, the value of the shares is taxed annually in Box 3.
If you are a director of the NV in which you have a substantial interest, you should also receive a salary. This salary is subject to income tax in Box 1. As it is generally cheaper from a tax point of view to receive dividends from the NV than a salary, the tax authorities have made rules for this. For example, a director of an NV who also has a substantial interest must receive a customary salary.
If, as a shareholder/director, the articles of association allow you to stop your own dismissal as a director, you are not an employee for social insurance contributions. The NV then does not have to withhold employee insurance contributions on the management remuneration to be paid.
Difference with BV
The main differences between a BV and an NV are as follows. Unlike the BV, the shares of an NV do not have to be registered shares. We then refer to them as bearer shares. Bearer shares can be transferred without requiring a notarial deed.
An NV has no shares without voting rights or profit entitlement.
You can already incorporate a BV with an issued capital of €0.01, while an NV must have a share capital of at least €45,000.
For more information on incorporating an NV and the consequences of doing business through an NV, please contact us. We will be happy to advise you.
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