Minimumkapitaal

Minimumkapitaal is a term used in corporate law to describe the minimum amount of capital a company must have, either at formation or during its existence. It is typically expressed as share capital or stated capital and can be paid in by the shareholders. The purpose is to ensure a baseline level of financial backing and creditor protection, though it does not guarantee solvency.

In the Netherlands, the minimum capital requirement for a besloten vennootschap (BV) has changed with reforms. Historically, a BV needed a minimum share capital of 18,000 euros, with at least 4,500 euros paid up on incorporation. The introduction of the Flex BV regime in 2012 removed the statutory minimum capital for the BV, allowing incorporation with very little paid-in capital and giving flexibility over share structure. Even with no minimum capital, a company must still meet ongoing solvency and liquidity obligations, and other requirements such as a valid business purpose and proper administration apply.

In other jurisdictions, minimum capital remains in force for certain corporate forms. Public companies (such as NVs/SA) often face higher requirements, and some countries maintain explicit minimum capital thresholds for specific legal forms or activities. The concept and its practical impact vary widely between jurisdictions.

Critics argue that minimum capital rules can deter entrepreneurship and may not reliably protect creditors without complementary ongoing financial safeguards. Supporters contend that a capital floor can enhance credibility and provide a cushion against early losses. The term is commonly discussed in policy contexts related to corporate governance and market regulation, with variations across countries and company types.