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Venture capital in Diever operates under Dutch national law and European Union frameworks. Diever is a village in the municipality of Westerveld in the province of Drenthe, so there are no Diever-specific venture capital statutes. Investors, founders, and funds in Diever follow the same rules that apply across the Netherlands, including company law, financial supervision law, tax law, employment and equity compensation rules, intellectual property protections, and data protection regulations. Deals are commonly documented under Dutch law and executed with the help of Dutch civil-law notaries, accountants, and specialized lawyers. Regional development agencies and national bodies provide funding and guidance for innovative companies in Drenthe, which can complement private venture capital.
You may need a lawyer to choose and set up the right legal structure for a startup or a fund, such as a BV for operating companies or an FGR or CV for fund vehicles. Legal counsel helps negotiate and draft term sheets, convertible loan agreements, share purchase agreements, and shareholders agreements, including liquidation preferences, anti-dilution, information rights, governance, and exit rights. A lawyer reviews regulatory obligations when raising a fund or offering securities, including whether AFM licensing or registration is required and whether a prospectus or exemption applies. Counsel structures employee participation plans through options, depository receipts via a STAK, or other instruments and aligns these with tax and employment law. Legal advice is crucial for intellectual property assignments, data protection compliance, cross-border transactions, and for screening rules that apply to investments in sensitive sectors. During due diligence, a lawyer identifies legal risks, prepares disclosure, and calibrates warranties and indemnities. For exits through trade sales, secondary sales, or public offerings, a lawyer manages transaction documents, regulatory filings, and closing mechanics. If disputes arise among founders or shareholders, counsel assists with negotiation or litigation.
Company forms and governance: Dutch private limited companies, called BV, are the standard entity for startups. Shares and articles of association of a BV are established by notarial deed, and changes to the articles or issuance of new shares require a notary. Founders and investors commonly use a shareholders agreement to agree on governance, information rights, anti-dilution, drag-along and tag-along rights, and vesting. Depository receipts and voting arrangements are often managed through a STAK, a Dutch foundation that holds the shares. For funds, common structures include a CV, an FGR, or a cooperative, often with separate general partner and manager entities.
Financial supervision and fundraising: The Dutch Authority for the Financial Markets, called AFM, supervises offering securities to the public and managing funds under the Dutch Financial Supervision Act. Fund managers may require an AIFMD license or may register under a small manager regime if they stay within thresholds. The EU EuVECA regime can be used by eligible venture capital managers to market to professional investors across the EU. Offers of shares or debt to the public can trigger prospectus requirements under the EU Prospectus Regulation, subject to exemptions based on investor type, minimum denominations, and offer size. Always confirm the current thresholds and national conditions before marketing an offer in the Netherlands.
Foreign investment screening: The Dutch Investments, Mergers and Acquisitions Security Screening Act, known as Vifo, can require notification or approval for acquisitions in vital providers and sensitive technology sectors. This can affect both foreign and domestic investors depending on the target and the level of influence acquired. Early assessment is important to avoid delays.
Tax considerations: Dutch tax rules influence how to structure investments, funds, and employee equity. The participation exemption can exempt capital gains and dividends on qualifying shareholdings at the corporate level. The Netherlands levies standard corporate income tax and dividend withholding tax, with treaty reductions where applicable, and applies conditional withholding taxes to certain payments to low-tax jurisdictions. For innovative companies, the innovation box can provide a favorable effective tax rate for qualifying profits. Employee equity has specific tax timing rules, including a regime that can allow taxation at liquidity for certain stock options. Tailored tax advice is recommended for each transaction.
Employment and equity incentives: Employee options, restricted shares, or depository receipts via a STAK are common. Dutch employment law governs non-competes, confidentiality, and inventions, and requires careful drafting, especially in fixed-term contracts. Equity plans need to align with wage tax, social security, and payroll withholding obligations, and may require works council consultation in larger companies.
Intellectual property and data: Startups should ensure clear IP ownership with assignment agreements and proper registration of trademarks at the Benelux or EU level. Processing personal data requires compliance with the GDPR, including appropriate legal bases, processor agreements, and security measures.
Local practice in Diever and Drenthe: Company registration is with the Dutch Chamber of Commerce. Civil-law notaries in the region handle incorporations and share issuances. The regional development agency for the Northern Netherlands is active in Drenthe and can co-invest with private venture capital. Disputes are generally handled by the District Court of the Northern Netherlands, and corporate disputes of significant complexity can be addressed by the Enterprise Chamber in Amsterdam.
Most Dutch startups use a BV because it offers limited liability, flexible share classes, and is familiar to investors. A BV requires a notarial deed, articles of association, and registration with the Chamber of Commerce. A sole proprietorship is fast to start but does not provide limited liability and is seldom suitable once external investors are involved.
Some Dutch deals use SAFEs adapted from US templates, but the more typical early stage instrument is a convertible loan agreement with interest, a maturity date, and conversion mechanics tied to a future round. Dutch investors and notaries are very familiar with convertible loans, which can simplify execution and tax treatment.
It depends on the fund size, investor base, and strategy. Managers above AIFMD thresholds generally need an AFM license. Smaller managers may register under a small manager regime with lighter requirements but limited marketing permissions. The EuVECA label is available for qualifying venture funds and enables EU-wide marketing to professional investors. A regulatory assessment should be done before fundraising.
Offers of securities to the public in the Netherlands can trigger a prospectus requirement under the EU Prospectus Regulation, unless an exemption applies, such as offers to qualified investors only, high minimum denominations, or staying within certain offer size thresholds. The exact conditions and thresholds can change, so obtain current advice before advertising or accepting subscriptions.
Many Dutch startups use a STAK to hold shares and issue depository receipts to employees. Others grant options that convert into shares or depository receipts. Tax is typically due as wage tax at exercise or at liquidity under specific conditions, and withholding obligations apply. Proper plan rules, grant documentation, and board or shareholder approvals are required.
Common terms include 1x non-participating liquidation preference, broad-based weighted average anti-dilution, pro rata rights, board or observer seats, protective provisions, information rights, founder vesting and good-leaver and bad-leaver rules, and drag-along and tag-along rights. Market practice varies by stage and investor, so benchmarking and negotiation are key.
Founders should assign IP to the company at incorporation. Employees typically assign IP under their employment contract, and contractors must sign separate assignment agreements to avoid gaps. Trademarks are registered at the Benelux or EU level. Keep a clear chain of title and maintain confidentiality and invention policies.
If your company operates in vital sectors or sensitive technologies, the Vifo regime may require notification or approval when an investor acquires control or significant influence. Start screening early to determine if your round is in scope, build realistic timelines, and allocate closing conditions in the transaction documents.
Dividends are generally subject to Dutch dividend withholding tax, with possible reductions under tax treaties and exemptions for qualifying shareholders. Capital gains at the corporate level may be exempt under the participation exemption. Special rules apply to payments to low-tax jurisdictions. Individual founders and employees face separate personal tax rules. Seek deal-specific tax advice before distributing proceeds.
You will register with the Dutch Chamber of Commerce and work with a Dutch civil-law notary for incorporations and share issuances. Disputes are generally heard by the District Court of the Northern Netherlands, with appeals to higher courts, and complex corporate matters can go to the Enterprise Chamber in Amsterdam. Many VC specialists are based in Amsterdam and other major cities, and also serve clients in Drenthe.
Dutch Chamber of Commerce, called Kamer van Koophandel or KVK, for company registration and filings.
Authority for the Financial Markets, called AFM, for financial supervision of securities offerings and fund managers.
De Nederlandsche Bank, called DNB, for prudential supervision where relevant to financial institutions.
Netherlands Enterprise Agency, called RVO, for innovation subsidies, innovation box guidance, and startup support.
Belastingdienst, the Dutch Tax and Customs Administration, for tax registrations and guidance.
Invest-NL, the national financing institution that co-invests in innovation and scale-ups.
NOM, the Northern Netherlands development agency active in Drenthe, which supports and invests in regional companies.
Techleap.nl, a national platform that supports startups and scale-ups with programs and knowledge.
Benelux Office for Intellectual Property and European Union Intellectual Property Office for trademark and design registrations.
Bureau Toetsing Investeringen under the Ministry of Economic Affairs for guidance on Vifo screening of investments.
Clarify your goals, such as raising a seed round, forming a fund, granting employee equity, or executing an acquisition or exit. Prepare a basic data package that includes your cap table, articles of association, shareholder and loan agreements, IP assignments, material contracts, privacy documentation, and financials. Book an initial consultation with a Dutch venture capital lawyer who understands both transactional and regulatory issues. Ask about relevant experience, expected timelines, and fee structures, and agree on a scope that fits your budget. If you intend to raise capital, have your lawyer map out prospectus and marketing rules, assess any Vifo implications, and align on a communications plan. Coordinate with a tax advisor to confirm the right structure for investors and employees and to plan withholding obligations. Engage a civil-law notary early for incorporations, share issuances, and amendments to the articles. Set up a secure data room for due diligence and maintain clean corporate records to speed up closing. After closing, complete all filings with the Chamber of Commerce, update the UBO register where required, issue equity instruments and option grants, and implement ongoing governance and compliance calendars.
