Dutch Cooperative (Cooperatie) Structures for International Groups

What Is a Dutch Cooperative?

A Dutch cooperative (cooperatie, or "coop") is a legal entity governed by Book 2, Title 3 of the Burgerlijk Wetboek (Dutch Civil Code). Unlike a BV (which has shareholders), a cooperative has members who participate in the cooperative's activities and share in its profits.

Cooperatives were originally designed for agricultural and mutual-benefit organisations — and the Netherlands has a long tradition of cooperative enterprise (Rabobank, FrieslandCampina, Achmea). However, from the early 2000s, international tax advisers began using the cooperative form as a holding and financing vehicle for multinational groups, attracted by several structural advantages over the BV.

Why International Groups Used Cooperatives

Historical Dividend Withholding Tax Advantage

Prior to 1 January 2018, the most significant advantage of the cooperative was that distributions to members were not subject to Dutch dividend withholding tax (dividendbelasting). By contrast, a Dutch BV was (and remains) subject to 15% withholding tax on dividends, reduced only by applicable tax treaties or the EU Parent-Subsidiary Directive.

This meant that an international group could interpose a Dutch cooperative as a holding or financing entity, receive dividends from operating subsidiaries (exempt under the participation exemption), and distribute profits to its members without any Dutch withholding tax — regardless of the members' jurisdiction and regardless of whether a tax treaty applied.

The 2018 Reform

The Wet inhoudingsplicht houdstercooperatie (Act on Withholding Obligation for Holding Cooperatives), effective 1 January 2018, largely eliminated this advantage. Since 2018:

• A cooperative that functions as a holding cooperative (houdstercooperatie) — i.e., a cooperative whose activities consist predominantly of holding participations or group financing — is subject to the same 15% dividend withholding tax as a BV
• The withholding tax applies to distributions to members in the same way as dividends from a BV to shareholders
• Treaty reductions and the EU Parent-Subsidiary Directive exemption apply in the same way

A cooperative is classified as a "holding cooperative" if its activities are predominantly (typically >70%) the holding of participations or the provision of intra-group financing. Cooperatives engaged in genuine operational activities (production, services, trade) with their members are not affected.

When a Cooperative Still Makes Sense

Despite the 2018 reform, the Dutch cooperative retains several structural advantages that make it the preferred vehicle in specific scenarios:

1. Flexible Profit Allocation

A BV distributes profits in proportion to the nominal value (or, if so provided, the economic rights) of shares. A cooperative can allocate profits to members based on any criterion agreed in the cooperative's articles — for example:

• In proportion to each member's trading volume with the cooperative
• Based on performance metrics (revenue contribution, capital invested, seniority)
• Using tiered structures where founding members receive different allocations from later-joining members

This flexibility is particularly valuable for private equity and venture capital structures, joint ventures, and multi-party arrangements where profit-sharing cannot be easily represented by a fixed share capital structure.

2. No Notarial Share Transfer Requirement

The transfer of membership in a cooperative does not require a notarial deed — unlike the transfer of shares in a BV, which must be executed before a Dutch civil-law notary. This makes membership transfers:

• Faster — no notarial appointment required
• Cheaper — no notarial fees (which can be significant for high-value transactions)
• More flexible — transfers can be documented by private agreement

3. No Share Capital or Par Value

A cooperative has no share capital and members' interests have no par value. This means:

• No minimum capital requirements (beyond what the articles may specify)
• No par value restrictions on the issuance of new membership interests
• No complications around share premium, agio, or nominal value accounting

4. Voting Flexibility

In a BV, voting rights are (by default) proportional to shareholding, although the articles can modify this. In a cooperative:

• The default rule is one member, one vote (regardless of capital contribution or economic interest)
• The articles can provide for weighted voting, voting by class, or any other arrangement
• Members can be admitted or excluded by the cooperative's board without the formalities required for share issuance or cancellation

5. Operational Cooperatives Remain Exempt

Cooperatives that conduct genuine operational activities with their members — production cooperatives, purchasing cooperatives, marketing cooperatives, service cooperatives — remain exempt from the dividend withholding tax on distributions to members. This makes the cooperative the natural vehicle for:

• International agricultural and commodity groups
• Professional services networks
• Franchise and licensing cooperatives
• Mutual insurance arrangements

Formation Process

Incorporation

A Dutch cooperative is incorporated by executing a deed of incorporation before a Dutch civil-law notary. The deed must include:

• The cooperative's name (which must include "Coöperatief" or "Coöperatie" and end with "U.A." — uitsluiting van aansprakelijkheid, excluding member liability)
• The objects of the cooperative
• The conditions for membership admission and termination
• The rules for profit allocation and loss sharing
• The governance structure (board composition, member meetings)

Registration

The cooperative is registered with the Dutch Chamber of Commerce (KvK) upon execution of the deed.

Members

A cooperative must have at least 2 members at incorporation. Members may be natural persons or legal entities, of any nationality or jurisdiction.

Timeline and Costs

• Formation time: 1-3 business days
• Notarial fees: €1,500-€3,500
• KvK registration: €75.09

Tax Treatment

Corporate Income Tax

A cooperative is subject to Dutch corporate income tax at the standard rates:

• 19% on the first €200,000 of taxable profit
• 25.8% on profits exceeding €200,000

The participation exemption applies to cooperatives in the same way as to BVs — qualifying dividends and capital gains from subsidiaries (≥5% shareholding) are fully exempt.

The Innovation Box (9% rate on qualifying IP income) is also available to cooperatives.

Dividend Withholding Tax

• Holding cooperatives: Subject to 15% withholding on distributions to members (same as BV)
• Operational cooperatives: Exempt from withholding on distributions to members (provided the cooperative is not predominantly a holding or financing vehicle)

Conditional Withholding Tax

The conditional withholding tax (25.8%) on interest and royalty payments to low-tax and non-cooperative jurisdictions applies to cooperatives in the same way as to BVs.

Cooperative vs BV: Decision Matrix

Factor	Cooperative	BV
Profit allocation	Fully flexible (any criterion)	Proportional to shares (default)
Transfer of interests	Private agreement (no notary)	Notarial deed required
Share capital	None required	€0.01 minimum
Voting rights	One member, one vote (default) / flexible	Proportional to shares (default) / flexible
Dividend WHT	15% (holding coop) / 0% (operational)	15% (subject to treaty/PSD reductions)
Participation exemption	Yes	Yes
Innovation Box	Yes	Yes
DGA salary rules	No (members are not shareholders)	Yes (for director-shareholders ≥5%)

The DGA Advantage

An underappreciated advantage of the cooperative is that the DGA salary requirement does not apply to members of a cooperative. In a BV, a director-shareholder with ≥5% must pay themselves a minimum salary of €56,000. In a cooperative, because members hold membership interests (not shares), the DGA rules — which are triggered by a "substantial interest" (aanmerkelijk belang) in shares — do not apply.

However, the Dutch tax authorities have been known to challenge this position in structures where the cooperative form is used solely to avoid the DGA salary requirement, and the substance of the arrangement is indistinguishable from a BV structure.

Key Takeaways

• The Dutch cooperative remains a useful vehicle for international groups despite the 2018 withholding tax reform
• Key advantages over the BV: flexible profit allocation, no notarial transfer requirement, no par value, and flexible voting rights
• Operational cooperatives remain exempt from dividend withholding tax — the 2018 reform only affects holding/financing cooperatives
• The DGA salary requirement does not apply to cooperative members — a potential cost saving of €56,000+ per year
• Formation is fast (1-3 days) and costs are comparable to a BV
• The cooperative is ideal for PE/VC structures, joint ventures, and multi-party arrangements where BV share capital structures are too rigid