Key facts about
associations
You have a specific aim or dream in mind. Perhaps you want to bring people together for organised sporting activities or to make music, or you’re keen to get local entrepreneurs to form a group. Other people are prepared to help you. What you need to do is to form an association, officially known as a vereniging in Dutch. Forming an association sounds simpler than it actually is. Schäfer Notarissen can provide you with all the detailed information you need.
Association structure
- An association must have at least two members.
- The meeting of members has the highest decision-making authority.
- In principle, each member has one vote at the meeting of members.
- The meeting of members appoints the association’s management committee, which is usually made up of members.
- The management committee will usually consist of a chairman, secretary and treasurer.
Associations with full or limited legal capacity
There are three types of association: associations with full legal capacity, associations with limited legal capacity, and Owners’ Associations.
Associations with full legal capacity
The members of the management committee of associations with full legal capacity do not have any personal liability for its debts. This type of association can only be established through a civil-law notary and has articles of association. The articles of association state:
- the association’s name, its place of establishment and its purpose
- the obligations of members
- how a general meeting is to be convened
- the rules for appointing and removing committee members
- what should happen to any surplus after dissolution of the association
An association of this type has extensive rights (it can buy a building, borrow money and receive an inheritance or grant).
An association with full legal capacity must be entered in the business register. Make sure this happens as soon as possible because until the association is registered, its committee members have personal liability for all its obligations. Schäfer Notarissen will be happy to take care of registration for you.
Associations with limited legal capacity
Any association not established through a civil-law notary is, by definition, an association with limited legal capacity. The committee members of any such association have liability for all its obligations. Unlike an association with full legal capacity, an association with limited legal capacity cannot inherit any assets, take out loans or acquire property.
Owners’ Association
If you own a flat in the Netherlands, you are obliged to be a member of an Owners’ Association (Vereniging van Eigenaren or VvE). The Owners’ Association looks after the shared interests of all its members, taking care of the maintenance of the apartment complex and technical systems.
Owners’ associations must be entered in the business register and there are also other obligations:
- Meetings must be held at least once a year;
- The owners’ association must draw up financial statements;
- The owners’ association must build up and maintain a maintenance fund
Taxes
If business activities form part of an association’s activities it pays corporation tax on these activities. If the association’s business activities make a profit, the profit must be used to benefit its purpose. Whether an association will need to pay tax will depend on the specific situation.
Dissolution of an association
If an association has insufficient members or goes bankrupt, or if the general meeting resolves that the association should be dissolved, it can be dissolved. The civil-law notary will include the conditions and rules for dissolution in the articles of association.
Protect yourself from personal liability as an association committee member. We know the rules. Schäfer Notarissen – we’re here for you.
