Choosing a Legal Structure

Sole Trader or BV: Which Legal Form Fits You? (2026)

Updated: 2026-05-27 Sole Trader BV Legal Form

One of the first big decisions for any entrepreneur in the Netherlands is the legal form: start simple as a sole trader ("eenmanszaak"), or set up a BV (besloten vennootschap, the Dutch private limited company). This guide walks you through the real differences and shows you when each makes sense.

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The two options in one minute

A sole trader is the simplest form: you and your business are one. All profit is taxed as personal income, you get entrepreneur tax deductions, but you are personally liable for debts. A BV is a separate legal company: it pays corporate tax, your liability is limited, but it costs more to set up and run.

Tax: the core difference

As a sole trader you pay income tax ("inkomstenbelasting") on profit, up to 49.5% in the top bracket, but you benefit from the self-employed deduction ("zelfstandigenaftrek") and the SME profit exemption ("MKB-winstvrijstelling", 12.7% in 2026). A BV pays corporate tax ("vennootschapsbelasting", or Vpb) of 19% on the first €200,000 of profit. When you take money out as a salary or dividend, you pay personal tax on top.

Liability

This is the second key difference. As a sole trader, a business debt is your private debt; creditors can reach your house and savings. With a BV, your liability is in principle limited to the company, protecting your personal assets (unless you act improperly as a director).

Costs

Item	Sole trader	BV
Setup	€85.15 (KVK)	€400–3,000 (notary) + KVK
Accountant per year	€500–1,500	€2,000–5,000
Required salary	None	Min. DGA salary €58,000 (2026)

When does a BV start to pay off?

The rule of thumb: when your profit consistently passes roughly €80,000–€100,000 per year, and especially when part of it can stay in the company, a BV becomes financially attractive. Below that, the simplicity and deductions of a sole trader usually win.

Tip: Many entrepreneurs start as a sole trader and switch to a BV later through a tax-neutral process called "geruisloze inbreng" (silent contribution). Day-one perfection stays optional.

The neighbouring questions

Alongside this belong BV vs. Sole Trader, From Sole Trader to BV in the Netherlands and BV vs. Sole Trader.

Beyond the calculation

The 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.

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Frequently Asked Questions

Can I switch from sole trader to BV later? +

Yes. The common route is "geruisloze inbreng" (silent contribution), which moves your business into a BV with the tax on its value deferred. It takes a notary and usually a tax advisor, and a few months of lead time.

What is the minimum DGA salary in a BV? +

In 2026 the customary salary ("gebruikelijk loon") for a director-major shareholder (DGA) is at least €58,000 per year, unless you can prove a lower market rate applies.

Is a BV always better for limiting risk? +

It limits liability in most situations; improper conduct as a director and personal guarantees stay personal. For genuinely high-risk activities, a BV is usually the safer choice.

Sources Belastingdienst · KVK · wetten.overheid.nl Last updated: 2026-05-27