Our presentation at the Chamber of Commerce Starters Day

Do you want to get off to a good legal start as an entrepreneur? Then make sure to arrange at least four things: registering your company in the Trade Register, choosing a suitable legal structure, watertight agreements in writing (general terms and conditions and contracts), and a workable approach for unpaid invoices. During our presentation at the Chamber of Commerce Starters Day, we explained how you can quickly get this legal foundation in order as a start-up, without unnecessary costs. You can see the core of that story in the video above; on this page, we work it out for you step by step.

Our presentation at the Chamber of Commerce Starters Day

The KVK Startersdag is an event for people who want to start their own business or have just started one. We were present as corporate lawyers to answer a question that almost every start-up has: what legal arrangements do I really need to make, and what can be done later? In the presentation, we show that making a limited number of good choices at the beginning prevents a lot of hassle and costs later on.

The message is deliberately practical. As a starting entrepreneur, you don't need to become a lawyer, but you do need to know where the legal risks lie and when it is wise to seek help. We summarize the key points below.

What legal arrangements do you need to make as a starting entrepreneur?

An entrepreneur's legal starter kit consists roughly of four components. You don't need to have them all perfect at the same time, but it helps to know the order and the interrelationships.

• Enrollment and registration – registering your business in the Chamber of Commerce Trade Register and managing your administration and tax obligations.
• Legal form – the legal structure of your business, such as a sole proprietorship, general partnership, or private limited company. This choice affects, among other things, your liability and tax position.
• Written agreements – general terms and conditions and contracts with customers, suppliers, and any business partners.
• Payment and collection – a clear way to get your invoices paid and to act if a customer does not pay.

The rest of this page goes through these components, with the points of attention that startups most frequently encounter in practice.

Choose an appropriate legal form

The legal structure is the legal coat of your business. Many start-ups begin with a sole proprietorship because it is simple and inexpensive to set up. An important point to consider is liability: with a sole proprietorship and a general partnership, there is no separation between your business and private assets, meaning that, in principle, you can be held liable for the company's debts with your private assets.

A legal form with legal personality, such as a private limited company (BV), can limit that liability, but it also entails more formal obligations and costs. Which form is most favorable for you depends on your situation: your expected turnover, your risks, whether you collaborate with others, and your tax position. Because the tax and legal consequences vary by situation, it pays to think this through carefully in advance rather than having to convert later.

Would you like to weigh this carefully? We have written a separate page about it: the choice of legal form for your business. If you are unsure whether to convert or continue with your current form, we would be happy to review it with you.

Document your agreements: general terms and conditions and contracts

Many conflicts between entrepreneurs and their customers arise because there is nothing or too little in writing. Good general terms and conditions and clear contracts are therefore not a luxury, but your most important legal protection in daily business. This falls under contract law, the area of ​​law that revolves around the agreements you make with others.

General Terms and Conditions

General terms and conditions are the standard rules that you declare applicable to all your assignments: payment terms, your liability, delivery times, guarantees, and how you handle cancellations. It is important that your terms and conditions are not only well-drafted but also used correctly: you must make them available to your client in a timely manner so that you can rely on them later.

If you are just starting out, take a look at our general terms and conditions or, if you are starting as a freelancer or sole proprietorship, at the general terms and conditions for a sole proprietorship.

Tailor-made contracts

In addition to general terms and conditions, you often need separate agreements: a collaboration contract with a partner, a service or supply agreement, or a confidentiality agreement. The clearer you agree in advance on who does what, when payment is due, and what happens if things go wrong, the smaller the chance of a dispute. In our overview of contracts and agreements, you will find templates for various situations.

Make sure you get paid

Revenue on paper is not the same as money in your account. An unpaid invoice can immediately strain a startup's cash flow. You reduce that risk by making good agreements upfront: a clear payment term in your terms and conditions, a correct invoice containing all the required details, and, for larger assignments, possibly an advance payment or payment in installments.

If payment is still not forthcoming, take timely action. Start with a friendly reminder, followed by a clear demand letter in which you set a reasonable deadline. If the customer still fails to pay after that, you can initiate a debt collection process. The sooner you address this, the greater the chance you generally have of recovering your money. If you encounter this situation, take a look at our debt collection options for entrepreneurs.

When should you hire a lawyer?

Not every step requires legal assistance, but at certain moments, advice beforehand is much cheaper than a conflict afterwards. Consider:

1. choosing or changing your legal form and arranging liability;
2. drafting or having general terms and conditions and important contracts reviewed;
3. a partnership with a partner, investor, or franchisor;
4. an impending dispute with a customer, supplier, or business partner;
5. taking over or starting an existing business.

At times like these, a brief legal check often pays for itself. If you want to know where you stand, our page on legal advice for entrepreneurs you further.

Frequently asked questions by startups

Do I need a lawyer as a starting entrepreneur?

Not for everything. You can handle many basic matters yourself, especially with good template documents. For choices with major consequences—your legal structure, important contracts, and collaborations—legal advice beforehand is often wise, as it helps you avoid costly conflicts.

Which legal structure is best for a start-up?

That depends on your situation. A sole proprietorship is simple and inexpensive, but there is no separation between business and private assets. A private limited company (BV) can limit your liability, but entails more obligations and costs. Base your choice on your risks, your expected turnover, and your tax position, and seek advice in case of doubt.

Are general terms and conditions mandatory?

General terms and conditions are not legally mandatory, but are highly recommended for most entrepreneurs. They regulate matters such as payment, liability, and delivery in advance, and offer you protection if a disagreement arises. However, there are rules regarding how to validly declare them applicable.

What do I do if a customer doesn't pay my invoice?

Start with a reminder and then a clear demand letter. If payment is not received, you can initiate a collection process. The sooner you take action, the greater the chance of payment usually is. Clear agreements in your general terms and conditions make such a process easier.

What do I need to arrange first when I start?

Register your business with the Chamber of Commerce, choose a suitable legal structure, prepare your general terms and conditions and key contracts, and consider how you will handle payments. With these four components in order, you are legally well-prepared for the start.

Get off to a good legal start? We think along with you

As a starting entrepreneur, do you want to be certain that your legal foundation is sound – from legal structure and general terms and conditions to contracts and debt collection? The corporate lawyers at MKB Juristen help you with this in a practical, affordable way. View our business legal assistance or schedule an intake directly to discuss your situation.