Establishing foundations or associations (including cooperatives) and altering their constitution

A foundation (stichting) is an independent legal entity, like a BV. The law lays down a number of requirements for foundations:

• a foundation may not have members;
• a foundation may not pay its founders, members of its executive board or any third persons (barring    payments made to third parties for charitable or non-profit purposes).

This means that foundations are not the ideal legal form for a commercial enterprise, and are instead usually set up for social or charitable purposes. Nevertheless, foundations may be set up for commercial purposes, for instance in order to execute a trust. A foundation is established by a notarial instrument and must be entered in the Register of Foundations kept by the local Chamber of Commerce.

The constitution of an association (vereniging) with full legal personality must be recorded in a notarial instrument, as it would otherwise have no more than limited legal powers. Without such an instrument, the association would be unable to own real property or inherit property, and the members of its executive board would be personally liable vis-à-vis third parties and when binding the association.

Associations with full legal personality must be registered in the Register of Associations kept by the local Chamber of Commerce. This is usually arranged by the notary who executes the instrument containing its constitution.