How do you form a joint venture in the Netherlands?

Russell Advocaten · 02 nov 2026

To form a joint venture in the Netherlands, two or more existing companies enter into a contractual or corporate collaboration arrangement, each retaining its own legal identity while pooling resources, knowledge, or capital for a shared purpose. The joint venture itself is not a separate legal structure under Dutch law. The parties choose an appropriate legal form to underpin the collaboration, or rely on a well-drafted contractual agreement. The sections below address the key legal, structural, and regulatory questions that arise when structuring a joint venture under Dutch law.

What legal structures can a joint venture take in the Netherlands?

A joint venture in the Netherlands can take several legal forms, depending on the parties’ objectives, liability preferences, and governance requirements. The most common structures are the private limited company (BV), the general partnership (VOF), the limited partnership (CV), and the professional partnership (maatschap). Parties may also operate on a purely contractual basis without establishing a separate legal entity.

Each structure carries distinct implications for liability, taxation, and management. The key options are:

Besloten vennootschap (BV): A private limited company with separate legal personality. The BV is the most frequently chosen vehicle for corporate joint ventures in the Netherlands. Liability is generally limited to the capital contributed, and the structure allows for flexible share arrangements, including different classes of shares with varying voting and profit rights.
Vennootschap onder firma (VOF): A general partnership in which all partners are jointly and severally liable for the partnership’s debts with their personal assets. Suitable for smaller or shorter-term collaborations where the parties are comfortable with shared liability.
Commanditaire vennootschap (CV): A limited partnership combining an active managing partner with one or more silent investors whose liability is limited to their contribution. This structure is sometimes used when one party provides capital while the other manages operations.
Maatschap: A professional partnership, typically used by professionals such as lawyers or architects, where each partner is liable only for their own actions rather than those of the partnership as a whole.
Contractual joint venture: The parties collaborate under a joint venture agreement without creating a new legal entity. This is common for project-specific or temporary arrangements.

The choice of structure depends on factors including the duration of the collaboration, the degree of integration intended, liability exposure, and tax efficiency. For international businesses establishing a joint venture in the Netherlands, the BV is generally the preferred vehicle given its familiarity, limited liability, and well-developed governance framework under Dutch corporate law.

What is the difference between a contractual and a corporate joint venture?

The key distinction is whether the joint venture creates a new legal entity. A contractual joint venture is governed solely by an agreement between the parties, with no separate legal structure established. A corporate joint venture involves the incorporation of a new entity, most commonly a BV, jointly owned by the venture partners, which then carries out the collaborative activity in its own name.

In a contractual joint venture, each party continues to act independently under its own legal identity. The agreement defines the scope of cooperation, the allocation of costs and revenues, decision-making procedures, and exit mechanisms. This structure is well-suited to temporary or project-based collaborations, for example, two companies combining their services to fulfil a single government tender, where the overhead of establishing and maintaining a separate entity is disproportionate to the project’s scale.

A corporate joint venture, by contrast, creates a distinct legal person that can enter into contracts, hold assets, employ staff, and incur liabilities in its own right. The joint venture company is governed by its articles of association and a shareholders’ agreement between the founding parties. This structure offers greater operational clarity, cleaner liability separation, and a more defined governance framework, making it the preferred choice for longer-term or capital-intensive collaborations.

The practical trade-off is one of flexibility versus structure. Contractual joint ventures are quicker and less costly to establish, but they require careful drafting to address scenarios such as deadlock, default by one party, or the need to bring in third parties. Corporate joint ventures involve higher set-up costs, including notarial fees for BV incorporation, but provide a more robust and internationally recognisable framework, which is particularly relevant for cross-border transactions involving foreign parent companies.

What should a joint venture agreement in the Netherlands include?

A joint venture agreement in the Netherlands should set out the purpose and scope of the collaboration, the contributions of each party, governance and decision-making arrangements, profit and loss allocation, confidentiality obligations, and the conditions under which the joint venture may be terminated or a party may exit. For corporate joint ventures structured as a BV, the shareholders’ agreement supplements the articles of association and governs the relationship between the venture partners.

The following elements are essential in any well-drafted joint venture agreement under Dutch law:

Purpose and scope: A clear description of the joint venture’s objectives, the activities it will undertake, and any geographic or sectoral limitations on its operations.
Contributions: The nature and value of each party’s contribution, whether capital, intellectual property, personnel, equipment, or know-how, and the consequences of a failure to contribute as agreed.
Governance and management: How decisions are made, which decisions require unanimous consent, and how the day-to-day management of the joint venture is structured. For a BV, this includes the composition and appointment of the management board.
Profit and loss allocation: The basis on which profits are distributed and losses are shared, including dividend policy and any preferred return arrangements.
Transfer restrictions: Restrictions on the transfer of shares or interests, including pre-emption rights, drag-along and tag-along provisions, and lock-up periods.
Deadlock provisions: Mechanisms for resolving situations where the parties cannot reach agreement on a material decision (addressed further below).
Confidentiality and non-compete: Obligations to protect commercially sensitive information and, where appropriate, restrictions on competing activities during and after the joint venture.
Term and termination: Whether the joint venture is for a fixed term or is indefinite, the grounds on which it may be terminated, and the consequences of termination including the treatment of assets and liabilities.
Governing law and dispute resolution: The agreement should specify Dutch law as the governing law where applicable, and designate a dispute resolution mechanism, whether litigation before the Dutch courts, arbitration, or mediation.

The level of detail required will vary depending on the complexity and duration of the collaboration. For joint ventures involving significant capital investment or sensitive intellectual property, specialist legal advice is strongly recommended to ensure the agreement adequately protects each party’s interests.

How does Dutch law govern deadlock situations in a joint venture?

Dutch law does not prescribe a mandatory mechanism for resolving deadlock in a joint venture. The parties must therefore address deadlock contractually, in the joint venture agreement or shareholders’ agreement. Without a deadlock provision, a 50/50 joint venture that reaches an irreconcilable impasse may have no clear path to resolution other than dissolution proceedings before the Dutch courts.

In practice, joint venture agreements governed by Dutch law typically include one or more of the following deadlock mechanisms:

Escalation clauses: Requiring the dispute to be referred upwards to senior management or board level before any other mechanism is triggered, allowing the parties a structured opportunity to resolve the matter commercially.
Casting vote: Granting one party, often the majority shareholder or the party with operational responsibility, a casting vote on specific categories of decision after a defined period of deadlock.
Russian roulette (shoot-out): One party names a price at which it is willing to buy out the other or be bought out. The other party must then elect to buy or sell at that price. This mechanism incentivises both parties to propose a fair valuation.
Texas shoot-out: Both parties simultaneously submit sealed bids for the other’s interest; the highest bidder acquires the other’s stake. This variant is common where the parties distrust each other’s valuation.
Compulsory buy-sell: On the occurrence of a defined deadlock event, one party is obliged to acquire the other’s interest at a price determined by an independent valuer.
Dissolution: As a last resort, either party may seek judicial dissolution of the joint venture BV through the Dutch courts, or the parties may agree to wind down the venture voluntarily.

The appropriate mechanism depends on the relative bargaining positions of the parties, the nature of the joint venture’s assets, and whether one party has a strategic interest in retaining the business. Deadlock provisions should be drafted with care, as poorly constructed clauses can themselves become a source of dispute. Given the complexity involved, it is advisable to seek specialist advice when negotiating these provisions.

When does a joint venture in the Netherlands require merger control approval?

A joint venture in the Netherlands may require prior notification to the Dutch Authority for Consumers and Markets (Autoriteit Consument en Markt, ACM) if the combined turnover of the parties exceeds the applicable thresholds. At the European level, a joint venture may instead fall within the jurisdiction of the European Commission if the parties’ worldwide and EU-wide turnover meets the relevant thresholds under the EU Merger Regulation.

Under Dutch merger control rules, notification to the ACM is required when the parties collectively meet the prescribed turnover thresholds. The ACM assesses whether the joint venture would significantly impede effective competition in the Netherlands or a substantial part of it. If notification is required, the parties may not implement the joint venture until the ACM has granted clearance. Proceeding without notification where it is required can result in substantial fines.

Not every joint venture triggers merger control review. The key factors are:

Whether the joint venture is a full-function joint venture, that is, whether it operates as an autonomous economic entity on a lasting basis, with its own management, resources, and market presence. Partial-function arrangements that merely coordinate the activities of the parent companies are generally not subject to merger control.
The combined turnover of all parties to the joint venture, measured against the applicable national or EU thresholds.
Whether the joint venture has a Community dimension under EU law, in which case the European Commission has exclusive jurisdiction and Dutch merger control does not apply separately.

For joint ventures in regulated sectors, such as healthcare, additional approval requirements may apply from sector-specific regulators. Given the complexity of merger control analysis and the consequences of non-compliance, parties should assess their notification obligations at an early stage of the transaction, ideally with the assistance of corporate law specialists experienced in Dutch and EU competition law.

What are the tax considerations when structuring a joint venture in the Netherlands?

The tax treatment of a joint venture in the Netherlands depends primarily on the legal structure chosen. A joint venture structured as a BV is subject to Dutch corporate income tax (vennootschapsbelasting) on its profits. A contractual joint venture or a VOF is fiscally transparent, meaning the profits are taxed directly at the level of each participating party according to its own tax position.

The principal tax considerations when structuring a joint venture under Dutch law include the following:

Corporate income tax: A joint venture BV is a separate taxpayer. The Dutch corporate income tax rate applies to its taxable profits. Where the joint venture BV is part of a Dutch fiscal unity with one of its shareholders, intra-group transactions may be disregarded for tax purposes, though this requires specific conditions to be met.
Participation exemption: Dutch shareholders holding at least 5% of the shares in a joint venture BV may benefit from the participation exemption (deelnemingsvrijstelling), under which dividends received from and capital gains on the disposal of the joint venture shares are exempt from Dutch corporate income tax. This is a significant advantage of the BV structure for Dutch-based investors.
Dividend withholding tax: Dividends distributed by a Dutch joint venture BV are in principle subject to Dutch dividend withholding tax. The applicable rate may be reduced under a tax treaty between the Netherlands and the country of residence of the receiving shareholder, or under EU directives where applicable.
Transfer pricing: Transactions between the joint venture and its shareholders, such as management fees, loans, or licensing arrangements, must be conducted on arm’s-length terms in accordance with Dutch transfer pricing rules and OECD guidelines.
VAT: The joint venture’s activities will determine its VAT position. Where the joint venture BV makes taxable supplies, it will be required to register for VAT and charge Dutch VAT on its services or goods. Certain collaborative arrangements may give rise to VAT cost leakage if the joint venture makes exempt supplies.
Fiscal transparency of partnerships: A VOF or CV used as a joint venture vehicle is fiscally transparent in the Netherlands. Each partner is taxed on its share of the partnership’s profits according to its own applicable tax regime, which may be advantageous or disadvantageous depending on the parties’ individual tax positions.

Tax structuring for a joint venture in the Netherlands is a specialist area that intersects corporate law, international tax law, and transfer pricing. The optimal structure will depend on the nationalities and tax positions of the joint venture partners, the nature of the venture’s activities, and the anticipated profit and exit strategy. It is important to obtain specialist tax and legal advice tailored to the specific circumstances before finalising the structure.

How Russell Advocaten can assist with your joint venture in the Netherlands

Structuring a joint venture in the Netherlands involves a range of interconnected legal decisions, from choosing the right legal entity and drafting a robust joint venture agreement to navigating merger control obligations and governance arrangements. Russell Advocaten is an internationally oriented law firm based in Amsterdam with more than 80 years of experience advising large and mid-sized businesses, foreign-owned Dutch companies, and multinational groups on corporate law matters. The firm’s lawyers advise in English, German, and Dutch, making them well-placed to support international clients entering the Dutch market.

Russell Advocaten’s corporate law team assists clients at every stage of a joint venture transaction, including:

Advising on the most appropriate legal structure for the joint venture, taking into account liability, governance, and commercial objectives
Drafting and negotiating joint venture agreements and shareholders’ agreements, including deadlock provisions, exit mechanisms, and transfer restrictions
Incorporating a joint venture BV and advising on articles of association and corporate governance arrangements
Assessing merger control notification obligations under Dutch and EU competition law
Advising on cross-border joint ventures through the firm’s international Primerus network, covering more than 3,000 lawyers in 40 countries
Providing ongoing boardroom counselling to joint venture management boards and supervisory bodies

Russell Advocaten is recommended annually by the Legal 500, the leading guide to top-quality law firms in Europe. If you are considering forming a joint venture in the Netherlands or require advice on an existing collaboration, contact Russell Advocaten to discuss your situation with one of our corporate lawyers.

This information is general in nature and does not constitute legal advice for your specific situation; for advice tailored to your circumstances, please consult a lawyer at Russell Advocaten.

Veelgestelde vragen

Can a foreign company form a joint venture in the Netherlands without a Dutch partner?

Yes, there is no requirement under Dutch law for one of the joint venture parties to be a Dutch entity. Two or more foreign companies can establish a joint venture in the Netherlands, most commonly by incorporating a BV as the joint venture vehicle. That said, having a local partner with knowledge of the Dutch market, regulatory environment, and business culture can be a significant practical advantage, even if it is not a legal requirement.

What is the minimum capital required to set up a joint venture BV in the Netherlands?

Since the 2012 reform of Dutch company law, there is no minimum share capital requirement for a BV. A joint venture BV can technically be incorporated with a share capital of as little as €0.01. In practice, however, the parties will typically capitalise the BV in proportion to the scale of the venture’s activities and the contributions each party is making, whether in cash, assets, or intellectual property.

How long does it take to incorporate a joint venture BV in the Netherlands?

Incorporating a BV in the Netherlands typically takes between one and two weeks once all required information and documents are in order, including the notarial deed of incorporation drafted by a Dutch civil-law notary (notaris). If the parties need to act quickly, it is also possible to acquire a pre-incorporated shelf BV and adapt its articles of association, which can reduce the timeline. The joint venture agreement and shareholders’ agreement can be negotiated in parallel with the incorporation process to avoid unnecessary delays.

What happens if one joint venture partner wants to exit before the agreed term ends?

The consequences of an early exit depend entirely on what the joint venture agreement or shareholders’ agreement provides. A well-drafted agreement will include transfer restrictions such as lock-up periods, pre-emption rights giving the remaining partner the first right to acquire the exiting party’s interest, and a valuation mechanism to determine the price. Without such provisions, an exiting party in a BV joint venture cannot simply transfer its shares freely, as the BV’s articles of association will typically include a blocking arrangement (blokkeringsregeling) requiring either approval from fellow shareholders or an offer to them first.

Can a joint venture agreement in the Netherlands be governed by a foreign law instead of Dutch law?

Yes, parties to a joint venture agreement generally have freedom to choose a governing law other than Dutch law, subject to EU private international law rules (Rome I Regulation). However, where the joint venture is structured as a Dutch BV, certain aspects of the corporate relationship — such as shareholder rights, director duties, and the validity of the articles of association — will always be governed by Dutch law regardless of the chosen governing law of the contractual agreement. For this reason, most international joint ventures in the Netherlands opt for Dutch law to govern both the shareholders’ agreement and the corporate documents, ensuring consistency.

Are there any sectors in the Netherlands where joint ventures face additional regulatory restrictions?

Yes, certain regulated sectors impose additional requirements beyond standard merger control review. In healthcare, for example, the Dutch Healthcare Authority (NZa) and the ACM both have oversight roles, and joint ventures between healthcare providers may require separate sector-specific approvals. Financial services joint ventures may require licensing or prior approval from De Nederlandsche Bank (DNB) or the Authority for the Financial Markets (AFM). Parties active in defence, telecommunications, or energy should also assess whether sector-specific foreign investment screening rules apply under the Dutch Investment Screening Act (Wet veiligheidstoets investeringen, fusies en overnames).

What are the most common mistakes parties make when structuring a joint venture in the Netherlands?

The most frequent pitfalls include failing to agree on a clear deadlock resolution mechanism before the venture is launched, underestimating the importance of a well-defined exit strategy, and neglecting to address what happens to intellectual property and confidential information if the joint venture is wound down. Parties also sometimes overlook the need for a merger control assessment at an early stage, which can cause costly delays if notification to the ACM or European Commission turns out to be required. Engaging specialist legal and tax advisers from the outset — rather than after the commercial terms have already been agreed — significantly reduces the risk of these issues arising.

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