Legal form and structure, before you incorporate
We are not a civil-law notary, but we know the road there and what good preparation looks like. We help aspiring founders with the choices that are expensive to repair later — legal form, structure, fundability and protecting your intellectual property.
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Why talk to us first?
The notary comes later
The notary executes the deed. What goes into it has been decided long before. We sit on the side where those choices are made.
Avoiding repairs
Changing a structure once investors, employees and customers are attached to it costs a multiple of getting it right at the start.
Fundable from day one
We think through how you want to be funded, and which structures financiers recognise and accept.
How we approach it
Testing the plan
We look critically at the product and the service, and at what you actually want to build. The legal form follows from that, not the other way around.
The legal form
A BV, a cooperative, a partnership or a steward-owned foundation. Each has different consequences for control, liability, tax and the ability to raise capital.
Structure and intellectual property
A structure financiers recognise, with the intellectual property held where it is protected and stays protected.
On to the notary
We prepare the documents, explain them and attend. The notary executes the deed.
Our experts
Corporate & contract law
Gert Jan Bruintjes
Frequently asked questions
Which legal form fits my business?
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Under steward-ownership, control sits with the people actually running the business rather than with whoever contributed the capital. Economic interest and voting power are pulled apart, so the business cannot be sold simply because a good offer is on the table. This is possible in the Netherlands, usually through a foundation holding the shares or the voting rights, or through a cooperative. It does require thinking through how you will still attract capital, because the usual instruments assume shares carrying votes.
What is a steward-owned structure and is it possible in the Netherlands?
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Under steward-ownership, control sits with the people actually running the business rather than with whoever contributed the capital. Economic interest and voting power are pulled apart, so the business cannot be sold simply because a good offer is on the table. This is possible in the Netherlands, usually through a foundation holding the shares or the voting rights, or through a cooperative. It does require thinking through how you will still attract capital, because the usual instruments assume shares carrying votes.
How do I make sure my structure is fundable?
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Investors look at a limited number of things, and all of them can be arranged in advance. Is there a holding structure through which founders hold their shares. Does the intellectual property sit in the entity being invested in. Is there room in the cap table for an option pool. Are there vesting arrangements, so a departing founder does not walk away with a full stake. If any of these is missing, it gets arranged anyway at the moment a term sheet is on the table. That is precisely when your negotiating position is weakest and the time pressure highest.
Where should my intellectual property sit?
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Usually in the entity being invested in, because an investor funds the company that owns the value. If the IP sits elsewhere, for instance still personally with a founder or in a separate holding, it surfaces at the first due diligence. More important still is that the IP has actually been transferred. Work produced by freelancers, an agency or co-founders before any contracts were in place often does not legally sit where everyone assumes it does. That can be repaired afterwards, but not always, and rarely cheaply.
Do you incorporate the company yourselves?
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No. The deed of incorporation is executed by a civil-law notary; that is set by law. We are lawyers, not notaries. What we do is everything before and around it: choosing the legal form, the articles of association and the shareholder agreement, the structure, the arrangements between founders. We prepare the documents, explain them and attend the execution. We work with notaries who know this practice and can refer you to them.
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