What is a cooperative?
A cooperative provides for the financial and material interests of its members. For example, by purchasing goods or materials together or as is common in agriculture, by processing raw materials into finished products together in a cooperative factory. Nowadays, self-employed professionals have also started working together in a cooperative. In this legal form, they can complement each other with their individual expertise and take on jobs together as a single business.
You can think of a cooperative as a combination of an association and a private limited company. Like an association, a cooperative has members, the difference being that a cooperative is allowed to dispense its profits among its members.
The cooperative is a legal entity. A legal entity can independently own goods, employ staff, and run the business at its own expense and risk.
The members are the highest body of the cooperative. They appoint or dismiss the board and management. The members’ assembly also decides on the admission of new members. The board takes care of day-to-day operations, which can consist of cooperative members as well as employees.
A common form of cooperative is the entrepreneurial cooperative, in which self-employed professionals work together. The advantage for customers is that they only have to deal with 1 business. By joining forces in a cooperative, you can get larger jobs and win contracts through a tender that you would never have been awarded on your own. In this setup, 1 or more members perform the work for the customer on behalf of the cooperative.
As independent self-employed professionals, the members invoice their cooperative. The customer does business with the cooperative. The cooperative sends the final invoice to the customer, adding its own margin as well. At the end of the year, members can divide the profits from the cooperative.
Establishing a cooperative
It takes at least 2 members to establish a cooperative. To set it up, you need to go to a civil-law notary.
The civil-law notary draws up a deed and set out the articles of association, the cooperative’s internal rules, in consultation with the members. Topics covered by these articles of associations include:
- the purpose of the cooperative
- the cooperative's activities
- the powers of the board or management
- how new members can join
- member liability in the event of dissolution and debts
Do the members decide they want to make new arrangements? Then the civil-law notary will have to modify the articles of association. It is, therefore, better to lay down less important agreements outside the articles of association in a set of rules and regulations.
After preparing the deed and articles of association, the civil-law notary will forward the documents to KVK (in Dutch), where the cooperative will be added to the Business Register.
When starting a cooperative, you must register its ultimate beneficial owners (UBOs). These people are the ultimate stakeholders of the cooperative. This includes people with a financial interest of more than 25%, for instance. A cooperative may have 1 or more UBOs. UBOs are registered in KVK’s UBO register.
It costs money to start a cooperative with a civil-law notary or agency. In simple situations, the starting rate will be approximately €500. Costs for registration in the KVK Business Register are a one-time fee of €75. You do not need to go to a notary to have directors join or leave the cooperative, but you do have to notify KVK of such changes.
Liability and debts
The cooperative is wholly liable. The assets contributed by members are directly subject to this liability. If the business goes bankrupt, the entire cooperative follows. Members are not personally liable for the debt.
The cooperative's articles of association specify the extent to which members are liable in the event of dissolution or bankruptcy. There are 3 possibilities:
1. Excluded liability (‘uitgesloten aansprekelijk’ or UA)
Members are not liable for deficits or debts.
2. Limited liability (‘beperkt aansprekelijk’ or BA)
Members are liable for up to a maximum amount specified in the articles of association.
3. Civil liability (‘wettelijk aansprekelijk’ or WA)
Members are each liable for an equal share.
Personal liability may still apply if appears that the cooperative was improperly managed. This is the case if payment problems are not reported to the Dutch Tax Administration promptly, or if the cooperative entered into contracts that it knew it could not perform.
Tip! Joining a cooperative just to avoid personal liability usually does not pay. The costs, formalities, and the higher tax rate in particular often outweigh the benefits. Moreover, risks can often be covered with liability insurance or by drawing up terms of delivery and payment.
Are you in debt?
The cooperative is liable as a legal entity. If the cooperative is dissolved and there are debts, then you and your fellow members may be liable for an equal share. It depends on the cooperative’s liability arrangements. The important thing is to seek help quickly. Use the debt flow chart to find out who you can turn to with your business and/or personal debts.
After registration with the KVK, the cooperative will automatically be contacted by the Dutch Tax Administration. If the cooperative’s business activities are subject to VAT (in Dutch), the cooperative receives a VAT identification number and sales tax number from the Dutch Tax Administration. The cooperative can file its VAT returns online on a quarterly or, by request, monthly basis.
The profit of a cooperative consists of 2 parts: the profit of the cooperative itself and the profit attributable to the contribution of its members, also known as extension profit.
The cooperative's profits are subject to corporate tax (in Dutch). The cooperative does not pay corporate tax on the extended profits that are distributed among the self-employed professionals on a pro-rata basis.
Private limited companies may also be members of a cooperative. If that is the case and the cooperative dispenses a profit share to a private limited company, then the tax on that profit share will be borne by the cooperative.
If the director of the cooperative is an employee and, as a member, also has at least 5% voting rights in the cooperative, the Tax Administration requires that they earn so-called customary wages (in Dutch) of at least €51,000 per year in 2023. These wages are subject to payroll tax.
Have you received a profit share as a self-employed professional and member of the cooperative? Then that profit share added to profits from your other activities is subject to income tax. It is an extension of your own profits.
If, as a member, you do not have any clients other than the cooperative, you will not be considered an independent entrepreneur by the Dutch Tax Administration. Rather, you will be considered to be a private individual or employee and will have to pay taxes some other way. Does the Dutch Tax and Customs Administration consider you an independent entrepreneur for income tax purposes and do you meet the time requirement? Then you are entitled to tax benefits, such as self-employed credits, SME profit exemption and the pension reserve. Starting entrepreneurs can also make use of starter tax credits for the first 3 years, which can amount to several thousands of euros per year.
Every business must keep records. Accounting is an important part of the administration. You use the data from your financial records to prepare an annual statement, which gives you an overview of the cooperative's financial position. Tax returns are also based on these financial statements.
After the close of the fiscal year, the cooperative must file an abridged balance sheet with explanatory notes with the KVK (in Dutch). These filed documents are in the public domain. Larger cooperatives face more extensive filing requirements. They must also submit detailed explanatory notes, the number of persons employed, a comprehensive balance sheet, and an auditor's report.
A cooperative can employ staff. Like any other employer, the cooperative pays payroll taxes and social security contributions for its employees. When hiring your first employee, register as an employer with the Tax Administration and notify KVK of how many people you employ.
Modifying or dissolving a cooperative
You may decide to convert a cooperative to another legal form for financial or organisation reasons. For example, because a different legal form would have more tax benefits or because the benefits of a cooperative have diminished due to a low member count. Due to the legal and tax-related changes and consequences, it is best to consult an expert such as a civil-law notary or accountant.
If the cooperative is in debt and its members intend to dissolve the cooperative, it is advisable to look carefully at what agreements have been made. Based on this, you can determine how to settle the debts accordingly.
You can try to settle with creditors before or after declaring bankruptcy. If that is not possible and you are forced to dissolve the cooperative while in debt, you must also dissolve the legal entity. To do this, you need a formal resolution from the members at a general meeting of members.
Keep in mind that if you terminate a cooperative, this may affect the municipal permits, financing, insurance, pension fund or bank account of the cooperative. Consult the website of the (financial) institution in question to find out what to do if you decide to dissolve a cooperative.
To find out which legal form is best for you, simply use the legal forms decision assist.