Choosing the right legal structure is the foundation of your financial strategy. This guide helps you choose between the four main Dutch options in 2026.
The four main options
| Structure | Liability | Tax at €100k profit | Best for |
|---|
| Sole trader (Eenmanszaak) | Unlimited | ~€32,000 IB | Profit below €60k, simple business |
| VOF (Partnership) | Unlimited, joint | ~€32,000 per partner | 2+ founders, low liability risk |
| BV (besloten vennootschap, the Dutch private limited company) | Limited | €19,000 Vpb | Profit above €70k, liability risk |
| BV + Holding | Limited | €19,000 Vpb | Profit above €80k, long-term plans |
Decision framework
Start with a sole trader if: you are testing an idea, your expected profit is below €50,000, you have minimal liability risk, and you want maximum simplicity.
Choose a VOF if: you start with 2+ co-founders, your combined profit is below €80,000, and liability risk is low.
Start with a BV if: your profit exceeds €70,000, you have significant liability risk, you plan to hire staff or you want to raise investment.
Start with BV + holding if: your profit is above €80,000, you plan to build long-term wealth, you may want to sell the business one day, or you plan to own multiple companies.
What comes after this
Further along the same line: Best Legal Structure for ZZP / Freelancers, Sole Trader or BV and From Sole Trader to BV in the Netherlands.
Beyond the calculationThe tipping point above is purely financial. Three things pull it forward in practice. Liability — a BV carries its own obligations: contracts, claims and debts stay with the company, and your home and savings remain yours. Counterparties — enterprise clients, platforms and lenders routinely ask for a BV before they sign. Retained profit — everything you leave in the company compounds at 19% corporate tax up to €200,000 — the engine behind the holding structure. Each of these justifies incorporating before the numbers alone would. The full weighing runs at sole trader or BV.
Frequently Asked Questions
Can I change my legal structure later? +
Yes. Sole trader to BV: via geruisloze inbreng (tax-neutral transfer). VOF to BV: similar process. Single BV to holding: via share exchange. All transitions are possible but involve costs and planning.
Is a BV always better than a sole trader? +
Below €60,000 profit, a sole trader is typically cheaper after accounting for the self-employed deduction and higher BV administration costs.
