The route: EU free establishment
Freedom of establishment means the route from Poland is the domestic route: choose the legal form, execute the notarial deed — remotely with a power of attorney and video identification — and the KVK registration (€85,15) files in the same flow. Residence stays a free choice; the BV needs a Dutch registered address and substance follows the role the company plays. The six steps stand on the pillar page, the costs on the BV incorporation page.
BV versus Sp. z o.o.: the numbers
| Element | Dutch BV | Polish Sp. z o.o. |
|---|---|---|
| Minimum capital | €0.01 | PLN 5,000 |
| Corporate tax 2026 | 19% up to €200.000, 25,8% above | 19% standard; 9% for small taxpayers |
| Participation exemption | 100% from a 5% holding | Dividend exemption at 10%+, conditions per stream |
| Incorporation | 1–3 weeks, remote with video identification | Notariusz or S24 portal, KRS registration |
The pattern Polish founders use most: the operating activity where the team is, the international layer where the regime is strongest — the Dutch holding structure stacks the 100% participation exemption and 0% intra-EU dividend flows above a Sp. z o.o., and the EU market entry hub places the BV in the wider design for euro invoicing toward western clients.
Dividends and documents
Dividends. To a Polish parent company from a 5% holding, distributions flow at 0% withholding under the EU parent-subsidiary framework; the treaty itself grants 5% at 10%+ holdings and 15% otherwise, and private Polish shareholders meet the Dutch 15%, creditable against the Polish 19% capital tax — verified July 2026. Documents. A valid dowód osobisty or passport, a notarised power of attorney in English, the video identification — and when a Sp. z o.o. becomes shareholder, a recent KRS extract with an apostille from the Ministry of Foreign Affairs (both countries are Hague members).
The taxes you will meet
Corporate tax at 19%, VAT per quarter, the customary salary of €58.000 through monthly payroll and 15% withholding at private distribution — every rate on the figures page, every deadline in running a Dutch BV. Specialists you recruit to the Netherlands can qualify for the 30% ruling.
Terms on this page
- BV (besloten vennootschap)
- The Dutch private limited company: a legal entity with registered shares and limited liability, so the shareholder’s private assets stay separate from business debts. Incorporation runs through a notarial deed; capital starts from €0.01.
- Holding company
- A BV that owns shares in other companies. Under the participation exemption, dividends and sale proceeds flow to the holding free of corporate tax, where the capital keeps growing in a protected position.
- Participation exemption
- The rule that fully exempts dividends and capital gains on a shareholding of five percent or more from corporate tax at the receiving company. The engine underneath every Dutch holding structure.
- KVK (Chamber of Commerce)
- The keeper of the Dutch trade register in which every business is listed with its KVK number, directors and establishment details. For a BV, the notary files the registration.
- VAT (btw)
- The Dutch value-added tax entrepreneurs charge on supplies and services and remit periodically, after deducting input VAT. Three rates apply: standard, reduced and zero for exports and intra-EU supplies.
This page describes the general route for 2026; what it means for your situation follows from a personal conversation.
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