Best Corporate & Commercial Lawyers in Schiphol

About Corporate & Commercial Law in Schiphol, Netherlands

Corporate and commercial law covers all legal matters related to the operation, governance, and transactions of businesses. Schiphol, located near Amsterdam, is a critical business hub in the Netherlands, housing multinational headquarters, logistics centers, and start-ups. The area operates within Dutch national law, but its international business environment means that many companies face cross-border legal matters. Legal professionals in this field advise on setting up businesses, negotiating contracts, mergers and acquisitions, corporate governance, and regulatory compliance.

Why You May Need a Lawyer

People and businesses in Schiphol may need a corporate and commercial lawyer for numerous reasons:

• Forming a new company, whether a BV (private limited company), NV (public limited company), partnership, or branch office
• Drafting, reviewing, or negotiating business contracts and agreements
• Mergers, acquisitions, or joint ventures with Dutch or international partners
• Resolving shareholder disputes or governance issues
• Ensuring compliance with Dutch and EU regulations, like privacy, competition, or labor laws
• Handling insolvency, restructuring, or liquidation processes
• Protecting intellectual property and trade secrets
• Dealing with employment contracts and labor disputes
• Navigating cross-border issues impacting foreign investors and corporations

Local Laws Overview

Schiphol businesses are subject to national Dutch corporate laws, mainly the Dutch Civil Code (Burgerlijk Wetboek), and must also comply with European Union regulations. Key aspects include:

• Company Formation: The Netherlands offers several forms, but the most popular is the BV, known for its flexible share structure and minimal capital requirements.
• Corporate Governance: Dutch law regulates the rights and responsibilities of management boards, supervisory boards, and shareholders. Certain companies may also have works councils representing employees.
• Mergers & Acquisitions: Acquisitions must comply with financial reporting, competition rules, and sometimes require government notifications or approval. Due diligence is a key component of all transactions.
• Contract Law: Dutch contract law is generally flexible, allowing parties to negotiate terms, but there are mandatory rules for issues like consumer protection or unfair commercial practices.
• Compliance: Anti-money laundering, anti-corruption, GDPR (privacy), and competition laws are vigorously enforced. Schiphol’s international businesses face specific compliance obligations related to cross-border transactions.

Frequently Asked Questions

What are the most common types of business entities in Schiphol?

The most common types are the BV (private limited company) and NV (public limited company). Other forms include partnerships (VOF, CV) and branches of foreign entities.

Is a notary required to establish a company?

Yes, forming a BV or NV requires a Dutch civil law notary to draw up and execute the deed of incorporation.

Can a foreigner or foreign company own a BV in Schiphol?

Yes, there are no restrictions on foreign ownership. Both individuals and legal entities can fully own a Dutch company.

What is the minimum capital requirement for a BV?

The minimum share capital for a BV is only 1 euro cent. There is no strict minimum, making it accessible for most entrepreneurs.

What are the main compliance obligations for operating a business?

Businesses must comply with tax registration, local permits (when required), annual financial statement filings, anti-money laundering rules, GDPR, and labor regulations.

How are shareholder disputes typically resolved?

Disputes can be addressed through mediation, arbitration, or court proceedings. Dutch law provides for mechanisms like buyout provisions, and a court may intervene in cases of deadlock or oppression.

What are the rules for hiring employees?

Employment law in the Netherlands is strictly regulated, covering contracts, dismissal protections, collective bargaining agreements, and employee representation.

Do commercial contracts in Schiphol need to be in Dutch?

There is no legal requirement for contracts to be in Dutch, although using Dutch is common for purely local dealings. English is widely accepted, especially in international transactions.

What should I consider for cross-border transactions?

Consider differences in law, tax implications, applicable jurisdiction and dispute resolution clauses, and ensure compliance with both Dutch and international regulations.

How can I dissolve a company in Schiphol?

A formal dissolution process is required, including shareholder resolution, liquidation of assets, settling debts, and deregistering the company. Legal and notarial assistance is recommended.

Additional Resources

Those seeking further help can consider resources such as:

• Netherlands Chamber of Commerce (Kamer van Koophandel) - for company registration and guidance
• Authority for the Financial Markets (AFM) - for information on financial regulations
• Netherlands Enterprise Agency (RVO) - supports foreign investors and start-ups
• Dutch Bar Association (Nederlandse Orde van Advocaten) - for finding qualified lawyers
• Business.gov.nl - official portal for doing business in the Netherlands

Next Steps

If you need legal assistance with corporate and commercial matters in Schiphol, consider the following steps:

• Clearly identify your legal needs, such as company formation, contract drafting, or dispute resolution
• Gather all relevant documents and background information related to your case or inquiry
• Contact a qualified Dutch lawyer specializing in corporate and commercial law, ideally with experience in international matters if your business is cross-border
• Prepare to discuss your goals, concerns, and timeframes with your lawyer to ensure tailored advice
• Follow your lawyer’s guidance on next steps, including any required filings, negotiations, or court proceedings

Consulting a legal expert early can help ensure compliance, minimize risks, and protect your business interests in Schiphol’s dynamic commercial environment.