The most common Dutch legal structures
| Structure | Liability | Taxation | Notary |
|---|---|---|---|
| Eenmanszaak (sole trader) | Personal, unlimited | Income tax | Optional |
| VOF (partnership) | Joint and several, unlimited | Income tax per partner | Optional |
| BV (besloten vennootschap, private limited) | Limited to BV assets | Corporate tax + box 2 dividend | Required |
| NV (public limited) | Limited | Corporate tax + dividend | Required + €45,000 minimum |
| Stichting (foundation) | Limited | Corporate tax when trading | Required |
When to choose a sole trader
The eenmanszaak fits when you are just starting, expect profit to stay below €80,000, and want to use the self-employed deduction (€1,200 in 2026) and the 12.7% SME profit exemption.
When to choose a VOF
A VOF fits when you start with one or more partners and want to stay clear of BV-level complexity for now. Mind the joint and several liability: each partner is personally liable for the whole.
When to choose a BV
A BV fits with higher profits (€80,000+), liability exposure, multiple shareholders, or plans to sell or attract investors down the line. The full comparison with figures sits on BV versus sole trader in 2026; the tipping point is calculated on the break-even calculator.
The setup begins after the deed
The amounts above cover the incorporation itself: the deeds, the registrations, the formalities. That is one morning of work and one invoice. The choices that shape the years afterwards fall in that same week — and they appear in no notary’s quote.
The conversion itself
Where a sole proprietorship is already running, the day of the deed is when you choose between a silent contribution and settling up over the hidden reserves and the goodwill. That choice is fixed the moment the deed passes. For a business with built-up value, that single decision weighs more than every incorporation cost on this page combined.
The customary salary
A director-major shareholder (DGA) awards themselves a customary salary. In a growth phase a lower amount can be agreed with the Dutch tax authority, provided you apply in time and with substantiation. Arranged properly, that pays off every year, for as long as the growth phase lasts.
The current account with your own company
Borrowing from your own company is allowed, up to a limit of €500,000. Anything drawn above that is taxed as a distribution. An agreement with a market rate of interest, recorded from the first drawdown, keeps that room available.
The management agreement
The holding invoices the operating company for the director’s work. The level of that management fee, the payment term and the notice period belong on paper — also where both companies belong to the same person.
The participation exemption
Profit the operating company pays out to the holding stays untaxed, as long as the holding holds at least 5% of the shares. That condition applies from the very first moment, so the proportions are either right at the deed or they are put right later.
The registrations
After the KVK registration come the payroll tax number, the VAT return, corporate income tax and the UBO register (ultimate beneficial owner). Each with its own deadline, and each with a penalty for overrunning it.
The shareholders’ agreement
Where there are several shareholders, this agreement records what happens on departure, illness, disagreement or sale. Drawn up while everyone agrees, it costs an afternoon. Later it costs a lawyer.
What it comes down to
The deed is a fixed price for a fixed product. The setup around it decides what you pay in tax over the coming years, how you build capital and how transferable your business stays. Whoever has that in order from day one leaves thousands of euros a year inside the business, where they grow along with it.
Last verified: 19 July 2026.
The follow-up question
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