What is a Commanditaire Vennootschap op Aandelen (CVA)?

When structuring a business in the Netherlands, most international founders immediately think of the BV (Besloten Vennootschap). It’s the go-to limited liability vehicle.

But there is another, more specialized structure that offers unique advantages for specific investment scenarios: the Commanditaire Vennootschap op Aandelen (CVA). If you are pooling capital with partners or looking for a flexible investment vehicle, understanding the CVA is essential. Unlike a standard BV, a CVA is a hybrid entity.

It blends elements of a partnership with the limited liability features of a joint-stock company.

This makes it a powerful tool for private equity, family offices, or groups of investors who want to collaborate on a project without forming a full public company. However, it comes with specific administrative obligations that differ from a standard BV setup.

Defining the Commanditaire Vennootschap op Aandelen (CVA)

The Commanditaire Vennootschap op Aandelen (CVA) is a legal entity under Dutch law that combines two distinct roles: the general partner (complementair) and the limited partner (stiller). Think of it as a partnership where the limited partners provide capital and share in the profits, but their liability is limited to their contribution.

The general partner manages the business and carries unlimited liability. In 2026, the CVA remains a niche but valid structure for investment funds and joint ventures. It is not a separate legal entity like a BV; rather, it is a partnership with legal personality.

This means the CVA can own property, sign contracts, and hire employees in its own name.

However, for tax purposes, the CVA is often considered "transparent," meaning the income flows through to the partners rather than being taxed at the entity level. For foreign entrepreneurs, the CVA is rarely the first choice for a trading business. It is primarily used for holding assets or managing investment portfolios. If you are looking to start a standard trading business, a BV is almost always the more straightforward route. A specialist like Intercompany Solutions can advise on whether a CVA fits your specific investment strategy or if a BV structure is more appropriate.

Why the CVA Matters for International Investors

The primary appeal of the CVA lies in its flexibility. It allows a group of investors to pool capital without the heavy corporate governance requirements of a public limited company (NV) or even the strict formalities of a private BV.

For example, if three international partners want to invest in Dutch real estate together, a CVA allows them to define profit shares and management roles freely in their partnership agreement.

Another reason the CVA matters is tax transparency. In many cases, the CVA itself does not pay corporate income tax. Instead, the partners are taxed on their share of the profit in their own countries of residence (provided the CVA does not have a permanent establishment in the Netherlands).

This avoids double taxation, which is a significant advantage for holding structures. However, recent regulatory changes in the Netherlands have tightened transparency rules. As of 2026, all Dutch legal entities, including CVA partnerships, must disclose their ultimate beneficial owners (UBOs) to the Dutch Chamber of Commerce (KvK). This ensures compliance with EU anti-money laundering directives. Working with a corporate service provider ensures you meet these ongoing compliance requirements without administrative headaches.

Core Mechanics and Legal Structure

The CVA consists of at least two partners: one general partner and one limited partner.

The general partner has unlimited liability and manages the day-to-day operations. The limited partner (stiller) is passive; they contribute capital and share in the profits but generally cannot interfere in management without losing their limited liability status. Capital in a CVA is divided into certificates (aandelen) rather than shares.

These certificates represent the ownership stake and profit entitlement. Unlike a BV, where shares must be formally issued and transferred via a notary, certificates in a CVA can be transferred more easily, often just via a written agreement between parties, unless the partnership deed states otherwise.

To establish a CVA, you need a partnership deed drafted by a Dutch civil law notary.

While this sounds similar to a BV formation, the notary costs are typically lower because the deed is less complex. Expect notary fees between €500 and €1,000 for a standard CVA deed. The deed must be in Dutch, but an English translation is usually provided for international partners. Administrative obligations are strict.

The CVA must keep records of the partners, the capital contributions, and the profit distribution. While the CVA itself is not subject to corporate income tax (if structured correctly), it must file an annual information return with the Dutch Tax Authority if it holds Dutch assets.

CVA vs. BV: Which Structure Fits Your Needs?

Choosing between a CVA and a BV depends entirely on your business model. The BV is the workhorse of the Dutch economy.

It offers limited liability to all shareholders, clear corporate governance, and a familiar structure for banks and investors.

• Investment Clubs: Groups of friends or colleagues pooling money to invest in Dutch assets.
• Family Offices: Managing wealth across generations without the administrative burden of multiple BVs.
• Specific Joint Ventures: Project-based cooperation where partners want tax transparency.

For a trading company, e-commerce business, or consultancy, the BV is the standard recommendation. The CVA, on the other hand, is a specialized tool. It is best suited for:

BV (Besloten Vennootschap):

• Minimum capital: €0.01 (practically €1).
  
• Formation time: 3-5 business days with Intercompany Solutions.
  
• Tax: 19% / 25.8% Corporate Income Tax on profits.
  
• Liability: Limited for all shareholders.

CVA (Commanditaire Vennootschap op Aandelen):

• Minimum capital: No legal minimum, but practical contributions required.
  
• Formation time: 1-2 weeks (notary deed required).
  
• Tax: Transparent (flows through to partners), unless it acts as a holding company.
  
• Liability: Unlimited for general partner; limited for limited partners.

Here is a quick comparison of the practicalities in 2026: If you are a solo founder or a small team looking to trade goods or services, the CVA adds unnecessary complexity. The BV remains the safer, more bankable choice. Intercompany Solutions specializes in BV formation for foreign entrepreneurs, offering a fixed-fee package that includes the notary deed, KvK registration, and tax number application.

Practical Steps and Costs for Setup in 2026

Setting up a CVA requires a notarial deed. You cannot simply draft a private contract if you want the legal protections of the CVA structure.

The process generally takes 1 to 2 weeks. You will need to provide valid passports, proof of address, and a description of the business activities to the notary. Once the deed is signed, the CVA is registered in the Commercial Register (Handelsregister) maintained by the KvK.

You will receive a RSIN (tax number) for the partnership. While the CVA is transparent for income tax, it may still need to register for VAT (BTW) if it engages in taxable supplies of goods or services.

• Notary Fees: €500 – €1,000 (depending on complexity).
• KvK Registration: ~€50 - €75.
• Corporate Service Provider Fee: €300 – €800 for assistance with drafting and registration.

Costs for a CVA setup in 2026 typically break down as follows:

For foreign founders, the language barrier and specific Dutch legal phrasing can be tricky. This is where engaging a firm like Intercompany Solutions is invaluable. They handle the communication with the notary and ensure the partnership deed aligns with your commercial goals. Their team, based at the World Trade Center Rotterdam, understands the nuances of cross-border structuring.

Once established, the CVA requires annual maintenance. The general partner must file the annual accounts and the UBO statement.

If the CVA holds Dutch real estate, there are additional notarial filings. Failure to comply with UBO regulations can result in fines of up to €20,250 in 2026.

Tax Considerations and Compliance

The tax treatment of a CVA is its most defining feature. Generally, a CVA is tax-transparent.

This means the partnership itself does not pay corporate income tax. Instead, each partner is taxed on their share of the profit in their own jurisdiction. This is highly advantageous for non-resident investors who want to avoid the Dutch corporate tax rate of 19% (up to €200,000 profit) or 25.8% (above €200,000).

However, there is a caveat. If the Besloten Commanditaire Vennootschap is deemed to be "actively conducting a business" (onderneming) in the Netherlands, it may be subject to VAT (BTW) and other taxes.

For example, if the CVA actively manages a portfolio of rental properties, it might be considered a business, triggering VAT obligations on its services.

Furthermore, the Dutch Tax Authority has become stricter on "substance" requirements; for instance, specific regulations apply when establishing a Dutch BV for an online casino. A CVA with no real economic activity in the Netherlands might be scrutinized for tax treaty shopping. In 2026, having a substance entity—such as a local director or physical office—is increasingly important if you want to benefit from Dutch tax treaties. For ongoing compliance, you need to keep detailed records of all capital flows and profit distributions.

The general partner is responsible for filing the annual corporate income tax return (even if the result is zero) and the VAT returns if applicable. This is where a one-stop-shop provider adds value. Intercompany Solutions offers bookkeeping and tax compliance services tailored to international clients, ensuring you don't miss local deadlines.

Strategic Tips for Foreign Founders

If you are considering a CVA, start by defining your exit strategy. Because the CVA is based on partnership agreements, selling your stake or bringing in new investors can be more complex than with a BV where shares are easily transferable.

Ensure your partnership deed includes clear clauses on transferability and valuation. Secondly, consider the liability of the general partner.

If you are the active manager in a CVA, you carry unlimited liability. While this is acceptable for passive investment holding, it is risky for active trading. Many entrepreneurs mitigate this by creating a separate BV to act as the general partner of the CVA.

This creates a liability shield for you while maintaining the CVA's tax structure. Third, do not ignore the banking aspect. Dutch banks are conservative regarding partnership structures. Opening a business bank account for a CVA can be challenging without a clear business plan and proper identification of all partners. Intercompany Solutions has established relationships with Dutch banks and can facilitate account opening as part of their setup package.

Finally, always benchmark against the BV. In 90% of cases involving active trading or services, a BV is more efficient.

Use the CVA only when the specific partnership mechanics and tax transparency are strictly necessary. For a seamless setup of either structure, including specialized cases like how to set up a Dutch BV for a US crypto fund, Intercompany Solutions provides a fixed-price, remote service that removes the friction of Dutch bureaucracy. With a track record of over 1,000 clients from 50+ countries, they are a safe pair of hands for your Dutch business journey.