The vereniging

What is a vereniging?

According to the law, a vereniging is a legal entity with members. A vereniging organises social activities to achieve a common goal with its members in fields such as sports, political interests, making music, or nature conservation.

You need at least 2 members to set up a vereniging. At a general meeting of members, members make decisions about such things as appointing or dismissing the board, adopting the financial statements, and changing articles of association. This meeting takes place at least once a year, and, as a rule, all members get a single vote. Verenigingen also have a board, which is responsible for day-to-day operations.

There are several ways in which a vereniging can secure funding for activities, such as members’ contributions, fundraisers, inheritances, grants, donations, and possibly income from a business. Verenigingen never have the goal of making a profit, but that does not mean that a vereniging should not make a profit. For example, verenigingen are free to organize activities to secure funding, but the profits made by a vereniging may never be distributed among its members. Any profits must be used for the purpose for which the vereniging was founded.

Types of vereniging

There are 3 types of vereniging:

1. Vereniging with full legal capacity

This type of vereniging is set up through a civil-law notary and has articles of association. It has all the rights and obligations of a private citizen, such as buying property, borrowing money and receiving an inheritance. Do you want to qualify for grants or subsidies? Full legal capacity is often a requirement. The vereniging is liable, but the directors themselves usually are not.

2. Vereniging with limited legal capacity

You do not need a notary to set up a vereniging with limited legal capacity. This vereniging has fewer rights and cannot, for example, buy properties or receive an inheritance. Do you register the vereniging with KVK? In that case, the vereniging is primarily liable. The directors may also be personally liable. Do you not register the vereniging with KVK? Then the directors are always directly personally liable.

3. VvE, Owners’ Association

Do you own an apartment? Then you are obliged to be a member of an Vereniging van Eigenaren (VvE, Owners' Association). The VvE looks after the common interests of the building’s various apartment owners, such as maintenance of the building and building services. The VvE also has several obligations: it must meet at least once a year; it is required to amass a reserve fund, and must prepare annual accounts. Every VvE must be registered with the Business Register.

Establishing a vereniging

To set up a vereniging with full legal capacity, you must go to a notary. They will draw up the deed and the articles of association. These contain some mandatory information, such as the name, the purpose, the manner of calling a general meeting of members, the way of appointing and dismissing directors, and the destination of the assets in case of dissolution. To get full legal capacity, you need to register the vereniging with KVK after it is established by the notary.

You do not need a notary to set up a vereniging with limited legal capacity. You can simply do so at ‘your own dining table’. This type of vereniging does not have to be registered in the KVK Business Register, but we recommend that you do register your vereniging to limit liability.

When establishing a vereniging with full legal capacity, the notary will also register the Ultimate Beneficial Owners (UBOs) with KVK. These are the people who are the ultimate stakeholders of the vereniging , such as people who are entitled to more than 25% of its assets. A vereniging may have 1 or more UBOs. To register UBOs in the UBO Registry, the notary uses Form 33 (in Dutch).

VvE's are not required to disclose their UBOs.

Costs

A vereniging has no minimum starting capital. It costs between €400 and €1,000 to set up a vereniging , depending on the notary and how complex the vereniging is. You also pay a registration fee when you register the vereniging with KVK.

On top of that, it also costs money to keep records, such as membership records. A vereniging that also operates a business must file annual financial statements once its turnover reaches a certain level. Which data you are required to submit depends on the size of the business. On average, keeping administrative records costs between €600 and €1,800 per year. Important: do not forget insurance!

Membership

A vereniging has members. The articles of association describe how you become a member and what the terms are. The board may always decide whether to admit new members unless the articles of association set out separate procedures for this purpose.

Liability and debts

A vereniging with full legal capacity is a legal entity. This means that, in principle, directors are not liable for the debts of the vereniging , but the vereniging itself is. However, there are exceptions to this rule. For example, directors are liable in the event of mismanagement or if the vereniging is not (yet) listed in the KVK Business Register. Please make sure to notify KVK of any board changes within 8 days, as directors who have resigned but are still listed in the Business Register can still be held liable for any debts.

Directors of a vereniging with limited legal capacity are personally liable for debts and obligations if the vereniging is not listed in the Business Register. You can limit your liability by listing the vereniging in the Business Register. If the vereniging is listed, directors are liable alongside the association itself.

What to do when in debt?

You can no longer pay your vendors or pay off outstanding debts. What are your options? The important thing is to seek help quickly. Check out the debt flowchart to find out how to handle your business and/or private debts.

Do you have a vereniging with limited legal capacity and have not listed it with KVK? Then the directors are personally liable for the vereniging's debts and obligations. You can limit your liability as a director by listing the vereniging in the Business Register. If the vereniging is listed, directors are liable alongside the vereniging itself.

Signatory authority

The board, as a whole, has signatory authority, which means that the directors may sign contracts or perform certain legal acts on behalf of the vereniging . The articles of association state which people have full signatory authority and which people need a co-signatory.

The board may also grant a proxy to someone else, stating that this person may act on behalf of the vereniging . You can register this proxy in the Business Register. Although this is not mandatory, it is useful, as it is public information and means that third parties can simply check the Business Register to find out who is allowed to act on behalf of the vereniging .

Board change

Keep in mind that changing directors may affect the municipal permits, financing, insurance, pension fund or bank account of the vereniging. Consult the website of the institution in question to find out what to do if you decide on a board change.

Taxes

Whether the vereniging is subject to VAT (in Dutch) varies from one situation to the next. To find out whether your vereniging has to file tax returns (in Dutch), contact the Tax Administration.

Corporate tax

A vereniging usually does not have to pay corporate tax on its profits, unless it also operates a business. In that case, the business must pay corporate tax on its profits. There are 3 criteria for operating a business:

• a sustainable organisation of capital and labour
• engaging in economic activity
• having a profit objective

If the vereniging is operating a business, it may be entitled to corporate tax credits, such as various forms of investment credits.

ANBI or SBBI status

A vereniging can obtain ANBI status (‘Algemeen Nut Beogende Instelling’, or Public Benefit Organisation), or SBBI status (‘Sociaal Belang Behartigende Instelling’, or Social Benefit Organisation). This status entitles you to certain tax benefits (in Dutch), for example, on receiving gifts and inheritances. To obtain ANBI or SBBI status (in Dutch) certain requirements (in Dutch) apply, such as representing the individual interests of the members and having social value. You can apply for ANBI or SBBI status with the Dutch Tax Administration.

Administrative records

Verenigingen must keep records and are required to retain them for 7 years. The records of an vereniging consist of:

• Membership records, in which you record the personal details and contribution data of members.
• A financial statement or annual report, showing all income and expenses. The articles of association state that the treasurer shall periodically present this statement to the members at the general meeting of members (ALV in Dutch).

Staff

A vereniging may employ staff, paying payroll taxes and social security contributions as any other employer would. When hiring your first employee, register as an employer with the Tax Administration and report how many people you employ to KVK.

Compensation for directors

Most board positions within a vereniging are filled by volunteers. You may choose to offer directors an expense allowance in the form of travel and subsistence expenses. Another way to compensate directors is with attendance fees, which means they get a fee for attending meetings. With this approach, directors are not employed by the vereniging .

Another option is to employ a salaried director, in which case there must be an authority relationship, a clearly defined salary and work must be done for said salary. In this case, the association is an employer, and the director will be covered by employee insurance and will have to pay income tax on their salary.

If your directors are not salaried employees of the vereniging, they are not covered by employee insurance, although they are free to take out discretionary insurance.

Volunteer Fee

You can offer volunteers tax-free compensation (in Dutch). The following conditions apply:

• Volunteers receive compensation on an hourly basis.
• Volunteers must be 21 years of age or older.
• Volunteers receive a maximum compensation per hour, with a maximum per month, and a maximum per year.
• Compensation for your efforts is capped at these amounts.

If you do volunteer work for several organisations and receive more than the maximum compensation in total, you must report the compensation on your income tax return. Your compensation will then be subject to income tax unless it serves only to cover your expenses.

Dissolving a vereniging

To dissolve a vereniging, the members must first decide to dissolve the legal entity at the general meeting of members. This resolution must be put on the agenda in advance to be considered valid. To be adopted, a resolution to dissolve a vereniging must receive a two-thirds majority of the votes cast, unless the articles of association provide otherwise.

A dissolved legal entity does not immediately cease to exist, since it must be liquidated first. This means that all debts and sums of money payable must have been paid. If there is money left over, the articles of association state where the money should go.

Records retention

After a vereniging is terminated, you must keep its records for another 7 years. Make sure to designate a member responsible for keeping the records at the final general meeting of members. This person is registered in the KVK Business Register.

Keep in mind that dissolving your vereniging may affect the municipal permits, financing, insurance, pension fund, or bank account of the vereniging. Consult the website of the (financial) institution in question to find out what to do if you decide to dissolve a vereniging.

Stichting or vereniging ?

Stichtingen and verenigingen are two different types of legal entities, and they are subject to different rules. The key issues to consider when choosing between these 2 legal forms are:

• Stichtingen must be set up with a notary and listed with KVK. This does not apply to verenigingen. It is recommended, however, because it limits the joint and several liabilities of directors.
• A vereniging has members and a board, while a stichting only has a board. In a vereniging, the members elect the board, giving an association a more democratic character.
• Because the members of a vereniging have a vote in important decisions, decision-making in a vereniging is more complex. In a stichting, the board decides.
• A vereniging is usually preferred if you want to engage in social activities together - sports clubs and neighbourhood communities are good examples. A stichting is usually set up to achieve or commit to an idealistic goal – a charity is a good example.
• A stichting can be established by 1 person, whereas a vereniging cannot.