Company forms
Dutch Cooperative: Coöperatie Set-Up in the Netherlands from Abroad
A Dutch coöperatie with the suffix your members choose: a notarial deed, KVK and UBO filing within one week, dividend tax checked before any distribution.
- At least two founders (art. 2:54 lid 1 BW)
- KVK fee 2026: EUR 85.15
- No minimum capital
A Dutch cooperative, set up from abroad
A coöperatie (cooperative) is an association, formed by notarial deed, that provides for defined material needs of its members under contracts with them (art. 2:53 lid 1 BW). Unlike other associations, it may distribute profit to members (art. 2:53a lid 1 BW). Among the types of companies in the Netherlands, it is the one its members own.
We set cooperatives up for founder groups, fund sponsors and companies abroad. Unlike setting up a Dutch stichting with no members, a cooperative exists for its members; unlike a Dutch public limited company, it has no shares. Its name contains coöperatief and ends in U.A., B.A. or W.A. (art. 2:54 lid 2 BW).
Operating, holding or fund cooperative: which one you are setting up
One statute for all three; the use decides what the articles and the tax file must hold.
An operating or entrepreneurs' cooperative
Members pool purchasing, sales or work under contracts with the cooperative (art. 2:53 lid 1 BW). Profit may be distributed, including verlengstukwinst, attributed in proportion to members' work.
A holding cooperative
It holds participations or finances affiliated companies: the cooperative's version of a Dutch holding structure. Since 1 January 2018 it withholds dividend tax on qualifying members.
A fund cooperative
Membership is personal unless the articles say otherwise (art. 2:34 lid 1 BW), and votes may be weighted (art. 2:38 lid 1 BW). The fund manager's AFM licence (art. 2:65 Wft) is outside this service.
One founder, or shares to sell
A cooperative needs two founders and has no shares. A BV allows both: setting up a BV in the Netherlands, or a notarial share transfer with us on the buyer's side (what a buyer inherits with a Dutch shelf company).
What's included
From the first draft to the yearly filings.
Articles settled with you
Name and suffix, seat, object, members' obligations, meetings, directors and the liquidation surplus (art. 2:27 lid 4 BW); votes, admission and exit terms (art. 2:38 lid 1, 2:60 BW).
Holding and fund assessment
The holding test, the 5 percent members, the art. 4 exemption and the conditional withholding tax; a fiscal unity with a BV (art. 15 lid 4 onderdeel d Wet Vpb).
The notary's file
The deed drafted in Dutch by your notaris (art. 2:27 lid 2 BW); identification and Wwft material assembled; written powers of attorney for absent founders.
Registration followed through
KVK and UBO entries, usually filed by the notary; the members' list for a W.A. or B.A. cooperative (art. 2:61 onderdeel d BW); the tax registration followed up.
Running years
Bookkeeping, annual accounts (art. 2:58 lid 1 and 2:394 BW), corporate income tax and dividend tax returns, and KVK changes within one week (art. 20 lid 2 Hrw 2007).
Later changes
Amendments of the articles by notarial deed (art. 2:43 lid 5 BW), conversion into a BV (art. 2:18 lid 2 BW) or dissolution, coordinated with the notary.
Where our work stops
The notary executes the deed and sets its fee. A board seat, a general power of attorney, or our address plus bookkeeping, tax or legal work: DNB-licensed trust services (Wtt 2018, art. 1 and 3), never offered.
How the set-up works
Eight steps; only the deed and the registration run on a statutory clock.
Statutory timeNo official time
- ScopingYou and usNo official time
- Notary and Wwft intakeYou choose the notarisNo official time
- Deed drafted in DutchThe notary (art. 2:27 lid 2 BW)No official time
- Powers of attorneyEach absent founderBefore the deed
- The deedAt least two founders or their attorneys (art. 2:54 lid 1 BW)The deed date
- KVK and UBO registrationUsually the notary; KVK fee EUR 85.15; W.A. or B.A.: the members' list (art. 2:61 BW)Within one week of the deed (art. 20 lid 1 Hrw 2007) Until then, directors personally liable (art. 2:29 lid 2 BW)
- Tax registrationThe BelastingdienstNo official time
- Bank accountThe bank decidesNo official time
Scoping
Suffix, membership terms, operating or holding use, and the dividend and conditional withholding tax position, settled with you.
Notary and Wwft intake
You choose the notaris; we assemble identity documents, corporate founders' register extracts and UBO details.
Deed drafted in Dutch
The notary drafts deed and articles in Dutch (art. 2:27 lid 2 BW); the online route of art. 2:175a BW is BV only.
Powers of attorney
Each founder who does not attend signs a written power of attorney (art. 2:27 lid 2 BW).
The deed
Executed with at least two founders or their attorneys (art. 2:54 lid 1 BW); the cooperative exists from that moment.
KVK and UBO registration
Within one week of the deed (art. 20 lid 1 Hrw 2007), with beneficial owner registration in the Netherlands; fee EUR 85.15.
Tax registration
A resident corporate income taxpayer (art. 2 lid 1 onderdeel b Wet Vpb); VAT only if its activities are taxable.
Bank account
The bank decides under its own Wwft duties; nothing is promised. A Dutch business bank account is a separate service.
Not sure which suffix and membership terms to write into the articles?
Tell us who the members are and what the cooperative will do; we reply with the suffix, membership terms and the notary's document list.
Documents and decisions you will need
Whether a foreign document needs legalisation, an apostille or a sworn translation is notary practice, not statute.
- An identity document for each founder who is a person (art. 39 lid 1 Wna)
- Anything the notary asks for its Wwft checks
- A corporate founder: a current home-register extract and proof of who signs
- A written power of attorney from each absent founder (art. 2:27 lid 2 BW)
- The name with coöperatief and U.A., B.A. or W.A. (art. 2:54, 2:56 BW)
- Seat in a Dutch municipality, object, members' obligations (art. 2:27 lid 4 BW)
- Meetings, appointing and dismissing directors, the liquidation surplus (same article)
- Votes, admission, transfer, exit; non-member directors (art. 2:34, 2:37, 2:38, 2:60 BW)
- UBO data for every UBO, wherever they live, whatever their nationality
- W.A. or B.A.: the certified members' list (art. 2:61 BW); holding: members' percentages
Cooperative requirements, fees and deadlines in 2026
What the state charges and what the cooperative owes; our fee is on request.
Dutch cooperative rules, state fees and deadlines in 2026, from the statute in each row, kvk.nl, business.gov.nl and the Belastingdienst, checked 29 September to 3 October 2026.
| Item | Rule or figure | Source and year |
|---|---|---|
| Founders | At least two, by a multilateral act before a notary; a founder abroad may act by written power of attorney | Art. 2:54 lid 1 and 2:27 lid 2 BW |
| Deed | Notarial deed in Dutch; no English deed and no online route (art. 2:175a BW is for the BV only) | Art. 2:27 lid 2 BW, applied by art. 2:53a lid 1 BW |
| Name | Contains coöperatief and ends in W.A., B.A. or U.A.; the word is protected | Art. 2:54 lid 2 and 2:63 lid 1 BW |
| Members' liability | W.A. by default: liable for a deficit on dissolution, and on liquidation the share of the estimated deficit plus 50 percent paid at once; B.A. limits it, U.A. excludes it, only if the letters end the name | Art. 2:55 and 2:56 lid 1 BW |
| Capital | No minimum; member capital is not tradable like BV shares | Title 3, Book 2 BW; business.gov.nl, 2026 |
| State fee and the notary | KVK EUR 85.15 one-off, the same for every legal form, VAT-exempt; the notary's fee is not fixed and is not a state fee | Art. 5 Financiële regeling handelsregister 2019, 2026; business.gov.nl, 2026 |
| Registration and changes | First registration within one week of the deed, every change within one week; directors jointly and severally liable until registered; W.A. or B.A. members' list updated within one month after year end | Art. 20 lid 1 and 2 Hrw 2007; art. 2:29 lid 2 and 2:61 BW |
| Annual accounts | Drawn up within six months, extendable by at most four; filed within eight days of adoption, at the latest twelve months after year end | Art. 2:58 lid 1 and 2:394 lid 1 and 3 BW; kvk.nl, 2026 |
| Corporate income tax | Resident taxpayer; 19 percent up to EUR 200,000, 25.8 percent above (2026) | Art. 2 lid 1 onderdeel b and art. 22 Wet Vpb 1969; business.gov.nl, 2026 |
| Dividend tax and conditional withholding tax | Holding cooperative: 15 percent on members with at least 5 percent (since 1 January 2018); every cooperative: conditional withholding tax at 25.8 percent (2024 to 2026) | Art. 1 lid 7 and 8, art. 5 Wet DB 1965; Stb. 2017, 520; Wet bronbelasting 2021; Belastingdienst, 2026 |
The holding cooperative and dividend tax since 2018
This assessment is tax advice, a free profession in the Netherlands, also offered on the tax advice page.
What changed in 2018
Since 1 January 2018 (Stb. 2017, 520, art. V) holding cooperatives withhold dividend tax alongside NVs and BVs (art. 1 lid 1 onderdeel c Wet DB).
The holding test
Actual activity in the preceding year was mainly holding participations or financing affiliates (art. 1 lid 8 Wet DB). The 70 percent reading is parliamentary history, not statute. Retested yearly.
Who is caught
Members entitled to at least 5 percent of annual profit or liquidation proceeds, affiliates counted together (art. 1 lid 7). Rate 15 percent (art. 5); return and payment within one month (art. 19 AWR).
The exemption and its tests
An EU, EEA or treaty-state member whose interest would qualify for the participation exemption if Dutch (art. 4 lid 2). Not for artificial arrangements or non-beneficial owners; declaration within one month.
The conditional withholding tax
Every cooperative is a withholding agent, not only a holding cooperative (art. 1.2 Wet bronbelasting 2021). Dividends entered it on 1 January 2024 (Stb. 2021, 543); 25.8 percent in 2024 to 2026.
- Was the cooperative's actual activity in the preceding year mainly holding participations or financing affiliates (art. 1 lid 8 Wet DB)?Go to the member testNo ordinary dividend tax; the conditional withholding tax check still runs (art. 1.2 Wet bronbelasting 2021)
- Does the member hold at least 5 percent of profit or liquidation proceeds, affiliates counted together (art. 1 lid 7)?Go to the exemption testOutside the withholding
- EU, EEA or treaty-state member, qualifying interest, no artificial arrangement, beneficial owner (art. 4 lid 2 to 4)?Exempt; declaration within one month (art. 4 lid 11)15 percent withheld (art. 5); return and payment within one month (art. 19 lid 1 AWR)
Problems we solve
- "A coop is exempt from dividend tax"
True before 2018 only. We run the holding and 5 percent tests and file the one-month declaration where the exemption applies (art. 1 lid 7 and 8, art. 4 lid 11 Wet DB).
- A suffix left out
The members are then W.A.: liable for a deficit on dissolution, paying their share of an estimated deficit plus 50 percent at once on liquidation (art. 2:55 lid 4, 2:56 lid 1 BW).
- One founder, or an English online deed
A cooperative needs two founders (art. 2:54 lid 1 BW) and a deed in Dutch (art. 2:27 lid 2 BW); we settle both before drafting.
- BV deadlines applied
Accounts are due within six months, extendable by four (art. 2:58 lid 1 BW), not the BV's five plus five; W.A. and B.A. update the members' list yearly. See our guide to annual accounts filing netherlands.
- A director acting too early
Until registration, every director is personally liable for acts binding the cooperative (art. 2:29 lid 2 BW); we follow the filing inside the week. You name your board: we never supply directors.
Planning a holding cooperative with members in several countries?
Each member's percentage and residence decides the withholding; we map both before the first distribution.
Why work with us
Suffix, membership terms and board rules settled before drafting; the identification file assembled; holding and 5 percent tests run before any distribution; accounts and members' list deadlines diarised.
Joost van Leeuwen, company formation and company law lead, Amsterdam: eleven years on Dutch company files.
Frequently Asked Questions
Does a Dutch holding cooperative still avoid dividend withholding tax?
No. Since 1 January 2018 (Stb. 2017, 520) a holding cooperative withholds 15 percent dividend tax on qualifying membership rights (art. 1 lid 1 onderdeel c and art. 5 Wet DB). The art. 4 exemption covers members resident in the EU, the EEA or a treaty state, subject to an anti-abuse test and a beneficial-owner test.
When is a cooperative a "holding cooperative", and what does "mainly" mean?
When its actual activity in the year before the distribution consisted mainly of holding participations or financing affiliated bodies (art. 1 lid 8 Wet DB). The statute gives no percentage; the explanatory memorandum reads "mainly" as 70 percent. Withholding then applies only to members entitled to at least 5 percent, affiliates counted together (art. 1 lid 7).
Does the conditional withholding tax apply to a cooperative's distributions?
Yes. Every cooperative is a withholding agent for it, not only a holding cooperative (art. 1.2 Wet bronbelasting 2021). Since 1 January 2024 it covers dividends to affiliated bodies in listed low-tax or non-cooperative jurisdictions and abusive conduit arrangements, at 25.8 percent in 2024, 2025 and 2026, with ordinary dividend tax credited.
Can I set up a Dutch cooperative alone, and can a non-resident be a founder?
Not alone: a cooperative is formed by a multilateral act before a notary, so at least two founders are needed (art. 2:54 lid 1 BW). Founders may live abroad, and one who does not attend the deed signs a written power of attorney (art. 2:27 lid 2 BW). You name your own board: we never supply directors.
Can the deed be in English, and can it be done online like a BV?
No. The deed of a cooperative is executed in Dutch (art. 2:27 lid 2 BW, applied by art. 2:53a lid 1), and the electronic incorporation of art. 2:175a BW covers the BV only. We explain the draft deed in English before it is executed, and a founder who does not attend acts by written power of attorney.
What do U.A., B.A. and W.A. mean, and which one protects the members?
W.A. is statutory liability and the default: members are liable towards the cooperative for a deficit on dissolution and, on liquidation, pay their share of an estimated deficit plus 50 percent at once (art. 2:55 BW). B.A. limits that liability and U.A. excludes it, but only if the letters end the name (art. 2:56 lid 1 BW).
Is there a minimum capital for a Dutch cooperative?
No. Title 3 of Book 2 of the Dutch Civil Code sets no minimum capital for a cooperative. Members can bring money in through member accounts, but business.gov.nl notes that this member capital is not tradable, unlike shares in a BV. The state's charge at the start is the one-off KVK registration fee.
What does the state charge to register a cooperative?
The KVK charges a one-off registration fee of EUR 85.15 in 2026, the same for every legal form and exempt from VAT (art. 5 Financiële regeling handelsregister 2019). The notary's fee is not a state fee: it is not fixed and varies from one notary to another. Our own fee is on request.
How long until the cooperative exists and is registered?
The cooperative exists from the moment the notary executes the deed. Registration at the KVK, with its UBOs, is due within one week of the deed (art. 20 lid 1 Hrw 2007), and until it is made the directors are personally liable (art. 2:29 lid 2 BW). No official time is published for the notary's work.
Can a cooperative membership be transferred like a share?
Not by default. Membership is personal unless the articles say otherwise (art. 2:34 lid 1 BW), and member capital is not tradable like BV shares. A member may leave; unless the articles say otherwise, resignation takes effect only at the end of a financial year, with four weeks' notice (art. 2:36 lid 1 BW).
Can a cooperative head a fiscal unity with a BV?
Yes. A cooperative may be the parent company of a fiscal unity for corporate income tax (art. 15 lid 4 onderdeel d Wet Vpb). In the other direction, a company that is a member of a cooperative holds a participation in it, with no percentage test at all (art. 13 lid 2 onderdeel c Wet Vpb).
What are a cooperative's annual obligations and deadlines?
Accounts are drawn up within six months of year end, extendable by up to four (art. 2:58 lid 1 BW), and filed within eight days of adoption, at the latest twelve months after year end (art. 2:394 BW). A W.A. or B.A. cooperative updates its members' list within one month after year end; corporate income tax is filed yearly.
Can a cooperative later be converted into a BV?
Yes. The general meeting decides as for an amendment of the articles, with at least nine tenths of the votes cast, and a notary executes a deed of conversion (art. 2:18 lid 2 BW). We coordinate the decision and the deed with the notary, and the change is then registered with the KVK within one week.
What is a stichting in the Netherlands, and how does it differ from a cooperative?
A stichting is a Dutch foundation, and a foundation has no members. A cooperative is the reverse, an association that exists to provide for its members' material needs and may distribute profit to them (art. 2:53 and 2:53a BW). Setting up a foundation is a separate service, with its own page on this site.
Is Rabobank a cooperative? Is FrieslandCampina?
Yes. Coöperatieve Rabobank U.A. appears under that statutory name in the public register of banks kept by De Nederlandsche Bank. FrieslandCampina states that its member dairy farmers are members of Zuivelcoöperatie FrieslandCampina U.A., which owns Royal FrieslandCampina N.V. Both names end in U.A., the suffix that excludes members' liability (art. 2:56 lid 1 BW).
Request a cooperative set-up plan
Tell us the members, the activity and where they live; we confirm the suffix, membership terms, holding position and documents.