Company law and corporate law

If you’re starting, managing or investing in a company in the Netherlands, you may come across the terms company law and corporate law. Although they are closely related and often used interchangeably, they refer to different aspects of running and regulating companies. This article explains the difference between the two, outlines the Dutch legal framework, and helps you understand what rules apply to your business.

What is company law?

Company law deals with the legal framework for forming and operating companies. In the Netherlands, this area of law is known as vennootschapsrecht and is mainly regulated under Book 2 of the Dutch Civil Code (Burgerlijk Wetboek, or BW) [1].

Key topics covered by company law include:

• legal forms of business (e.g. besloten vennootschap (B.V.), naamloze vennootschap (N.V.), foundation or association)
• incorporation and registration with the Chamber of Commerce (Kamer van Koophandel) [2]
• internal governance structures
• roles and responsibilities of directors (bestuurders) and supervisory boards (raad van commissarissen)
• shareholder rights and general meetings
• changes to the company structure (e.g. share capital, articles of association)

In short, company law governs how a company is legally created, structured, and managed.

What is corporate law?

Corporate law goes a step further. It includes company law but also deals with more complex and strategic matters affecting larger businesses, such as:

• mergers and acquisitions (fusies en overnames), often referred to as M&A
• restructuring and group structures
• corporate finance, share transactions and capital markets
• joint ventures and cross-border operations
• directors’ liability and corporate governance codes
• compliance with financial and regulatory obligations

In the Netherlands, many of these topics are also regulated under Book 2 of the Civil Code, but additional rules may apply depending on the activity. For example:

• The Dutch Corporate Governance Code [3] applies to listed companies and sets standards for transparency, risk management and board composition [4].
• Cross-border mergers are governed by the EU Cross-Border Merger Directive [5], implemented into Dutch law.
• Securities and financial transactions may fall under supervision by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, or AFM) [6].

Corporate law is especially relevant for medium to large companies, international groups, investors and legal professionals involved in transactions or governance issues. It is often seen as the broader, more international-facing branch of company law – particularly focused on governance, financing and complex transactions.

Which law applies to your business?

• If you are setting up or managing a small or medium-sized business (e.g. a B.V.), most of the relevant rules fall under company law.
• If you are involved in takeovers, shareholder disputes, cross-border activities or complex group structures, corporate law is likely to apply.
• Many companies will deal with both areas over time, especially as they grow or restructure.

Legal forms and governance in the Netherlands

Choosing the right legal form is one of the first decisions when starting a business. The most common company forms are:

• Sole proprietorship (eenmanszaak) – a business owned and run by one person, with no legal separation between personal and business assets
• Private limited company (besloten vennootschap, B.V.) – a legal entity with limited liability, where shares are privately held and not freely transferable.
• Public limited company (naamloze vennootschap, N.V.) – a company with limited liability whose shares can be publicly traded on the stock exchange.
• Partnerships (vennootschap onder firma, V.O.F. or commanditaire vennootschap, C.V.) – partners are jointly and personally liable for business debts, while a C.V. allows silent partners to invest without active involvement or personal liability.
• Foundations and associations (stichting and vereniging) – often used for non-profits, charities or community organisations

Each form has its own rules about governance, liability and decision-making. For example, B.V.s have one or more directors and may have a supervisory board, depending on their size or structure.

Listed companies must follow additional transparency and governance rules under the Dutch Corporate Governance Code.

Conclusion

Company law and corporate law is essential for anyone doing business in the Netherlands. While company law focuses on the structure and legal form of businesses, corporate law deals with more strategic and high-level aspects like mergers, finance and governance.

If you’re starting a company or managing an existing one, it is important to comply with the relevant Dutch legal framework and know when professional legal support is needed – especially for more complex decisions or international operations.

Lawyers can help prevent or navigate legal conflicts, ensure compliance, and advise on risk. If a dispute arises, mediators can assist in finding a solution – often faster and more cost-effective than going to court.

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Disclaimer: The information provided on this website is for general informational purposes only and is not legally binding. Although we strive for accuracy, the content may contain errors. If you notice any mistakes, please let us know by contacting us via the contact form located at the bottom of the page.

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References

[1] Government of the Netherlands, Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2), wetten.overheid.nl , accessed on 06/21/2025
[2] Website of the Netherlands Chamber of Commerce (Kamer van Koophandel), kvk.nl, accessed on 06/21/2025
[3] Monitoring Comission Corporate Governance Code (MCCG), The Corporate Governance Code (De Corporate Governance Code), mccg.nl, accessed on 06/21/2025
[4] Government of the Netherlands, Corporate Governance Code, rijksoverheid.nl, accessed on 06/21/2025
[5] EUR-Lex (EU Law portal of the European Union), Directive 2005/56/EC on cross-border mergers of limited liability companies, eur-lex.europa.eu, accessed on 06/21/2025
[6] Website of the Dutch Authority for the Financial Markets (AFM), afm.nl, accessed 06/21/2025