The Dutch BV (besloten vennootschap) is a flexible, founder-friendly company structure. Setting one up shapes how you protect your assets, raise capital, and plan for growth. This structure might suit your business if a sole proprietorship (eenmanszaak) is no longer able to meet all your needs. Below, we’ll explain how to start a BV, including costs, legal steps, tax trade-offs, and more.

What’s in this article?

• What is a BV in the Netherlands?
  
• What are the advantages of starting a BV over a sole proprietorship?
  
• What are the BV startup costs to consider?
  
• What are the steps to register a BV with the KVK?
  
• What taxes and financial obligations come with running a BV?
  

What is a BV in the Netherlands?

A BV is the Dutch equivalent of a private limited company. It’s a legal entity that exists separately from the person who founded it. That means the BV (not a founder personally) can own assets, enter into contracts, and be held responsible for debts or liabilities. This generally protects a founder’s personal assets if the business runs into trouble.

Alongside this protection, a BV can offer founders the flexibility to bring in investors, establish equity splits, reinvest profits within the company, and plan for long-term growth with a clearer separation between personal and business finances. It’s a structure that works well for both solo founders and growing teams. From freelancers who are creating agencies to startups that are preparing for funding, the BV is often the next step when a business is ready to expand.

A BV provides a more formal setup than a sole proprietorship, and it’s still accessible to solo entrepreneurs and small teams alike. BVs have these characteristics:

• Limited liability: You’re not personally responsible for the BV’s debts. The company’s financial risks are contained within the business.

• Shareholder structure: Ownership is divided into shares. You can be the sole shareholder, or split shares with cofounders or investors.

• Management by directors: A BV is run by one or more directors. In the case of small companies, the founder is often both the director and the main shareholder. In the Netherlands, they’re called a director-major shareholder (directeur-grootaandeelhouder, or DGA in Dutch).

What are the advantages of starting a BV over a sole proprietorship?

A sole proprietorship is more straightforward, cheaper, and works well for many early-stage businesses. But once your business grows—or your exposure increases—a BV can become the more suitable option. Here’s why.

Limited personal liability

The biggest difference between these structures is that liability is limited to the BV. If your business incurs debts or gets sued, only the company’s assets are at risk—not your personal savings, home, or car.

With a sole proprietorship, there’s no legal separation; you are the business. Creditors can come after your personal assets if something goes wrong.

The legal protection a BV can provide matters more as your contracts get bigger, your obligations increase, or you take on financial risk.

Tax flexibility

With a BV, most profits are taxed at the standard corporate rate of 25.8%. This structure can give you options. You can:

• Reinvest profits without triggering personal tax

• Choose when and how to extract income

• Adjust your tax position based on your cash needs and goals

In a sole proprietorship, all profits are taxed as personal income. This might work at lower income levels. But as your income grows, so does your tax rate—to a maximum of 49.5%. You cannot defer, split, or plan around your tax burden. But with a BV, you can reduce your total tax burden, especially if you leave some profit in the company.

Ability to add shareholders or raise capital

Sole proprietorships have just one owner. If you want to bring on a cofounder, investor, or employee with equity, you’ll need a BV.

The BV structure makes this straightforward by letting you:

• Divide ownership into shares

• Issue, transfer, or sell shares

• Create shareholder agreements and voting rights

This applies to any business, where ownership might shift, expand, or be passed on. A BV gives your business room to grow.

Ease of selling or transferring

A sole proprietorship is tied to you personally. If you retire, sell the business, or pass it on, you’re transferring assets rather than a legal entity.

With a BV, you can sell or transfer the company itself by selling its shares. That makes ownership changes cleaner and often more tax-efficient. It also enables long-term planning, succession, or building a business with resale value.

Credibility with partners, clients, and institutions

A BV can give your business another layer of legitimacy for large clients, government agencies, or international partners. It can signal structure, permanence, and legal accountability.

That credibility can make a difference in:

• Bidding on contracts

• Forming partnerships

• Negotiating with suppliers or banks

Advanced structuring options

A BV gives you access to strategies you simply can’t use as a sole proprietor. For example, many founders create two companies: a holding BV that owns important assets and an operating BV that runs the day-to-day business.

This setup allows you to:

• Separate risk from long-term assets

• Channel profits to the holding company, where they’re protected

• Store wealth or investments outside the trading business

• This structure is designed for flexibility, protection, and scale.

A BV does require more administration because of the requirements to file annual tax returns and financial statements. But for businesses beyond a certain size or stage, the benefits—liability protection, tax flexibility, and structural options—can make the trade-off worthwhile.

If your business is still small, solo, and steady, a sole proprietorship might be enough for now. But if you’re scaling, hiring, raising capital, or simply protecting what you’ve built, it might be time to start a BV.

What are the BV startup costs to consider?

Starting a BV isn’t expensive by international standards, but it’s not instant or free either. Forming a BV requires a notary and some up-front planning.

Here’s what you should expect to pay.

Notary fees

You’ll need a Dutch civil law notary to draw up your articles of association and deed of incorporation. The costs vary depending on the complexity of your setup and the notary’s pricing. Many offer fixed-price packages for simple, single-founder BVs. If you need custom provisions, have multiple shareholders, or require legal advice, the price rises.

Compare costs across notaries. Some specialize in startups or English-speaking founders and offer efficient, cost-effective service.

KVK registration fee

You must register your BV with the Netherlands Chamber of Commerce (KVK), which involves a one-time cost. Your notary will usually handle this for you and include it in their invoice, or you’ll receive a separate bill shortly after registration.

Share capital

There’s no substantial capital requirement, but there is a minimum deposit you must make into the BV. The capital becomes part of the company’s assets, and it can be added in cash or in-kind (e.g., through goods such as equipment).

Business bank account

You’ll likely need a separate business bank account for your BV, and monthly charges depend on the bank. If you already have a business bank account in the Single Euro Payments Area (SEPA), you can use that one.

Accounting and bookkeeping

Running a BV comes with annual obligations—filing financial statements, corporate tax returns, and possibly value-added tax (VAT) filings. You can manage these yourself, but many founders hire an accountant or bookkeeper.

Accounting costs aren’t part of formation, but they apply quickly and are a good idea to include as part of your budget in the first year.

Optional extras

Depending on your situation, you might also need to factor in the price of:

• Legal advice (e.g., shareholder agreements, custom articles)

• Tax or immigration advice (especially for foreign founders)

• Virtual office or local address services (if you’re not based in the Netherlands)

These aren’t mandatory, but they’re common for more complicated or cross-border setups.

What are the steps to register a BV with the KVK?

The process of setting up a BV in the Netherlands is clear, structured, and well supported. Here’s how to turn an idea into a fully registered private limited company.

Choose a name and check availability

Start by creating a business name. It shouldn’t give the wrong impression of what your company does or be easily confused with another business’s name. You can search existing entries using the KVK Name Checker tool to avoid conflicts.

Acquire a Dutch business address

Every BV needs an address in the Netherlands. This can be an office, a coworking space, or your home address (if you’re a Dutch resident). Entrepreneurs who live abroad in the border region and perform business activities in the Netherlands on a structural basis can register using their foreign addresses. But other foreign founders can use virtual office services that offer registered addresses for business registration and mail forwarding.

Work with a Dutch notary

This is the legal core of the process. A civil law notary drafts and formalizes the deed of incorporation, which includes:

• Your personal details

• Company name and contact details

• Company structure

• Business activities and sector

• Articles of association

If you’re in the Netherlands, this is typically done in person. If you’re abroad, many notaries offer remote incorporation via secure video call, or you can give someone a power of attorney to sign on your behalf. You’ll need to provide identification documents either way.

Register with the KVK

The notary usually submits your company to the KVK. After registering, you’ll receive:

• A KVK number (your official registration ID)

• A public company profile in the Dutch Business Register (Handelsregister)

• An invoice for the registration fee

Register ultimate beneficial owners (UBOs)

At the time of registration, your notary also needs to register any individuals who own or control more than 25% of the company (known as UBOs) with the KVK. Both Dutch and foreign UBOs must be registered.

Get your tax numbers

Once you register, the KVK shares your details with the Tax Administration (Belastingdienst), which will determine whether you’re liable for VAT. Within a few weeks, you’ll automatically receive:

• An RSIN (Rechtspersonen en Samenwerkingsverbanden Informatienummer)

• A VAT tax number and VAT ID (if applicable)

What taxes and financial obligations come with running a BV?

A BV offers limited liability and certain tax benefits, but it also comes with more ongoing obligations than a sole proprietorship. If you’re running a BV, here’s what you need to manage.

Corporate income tax

BVs file corporate tax returns and pay corporate income tax on their profits. As of 2025, the standard rate is 25.8%.

Dividend tax

When you distribute profits as dividends to shareholders (yourself included), the BV must withhold a 15% dividend tax and pay it to the Tax Administration. Shareholders can then deduct the withheld amount from what they owe on their corporate income tax returns.

Payroll tax

If you hire employees, your BV must:

• Register as an employer with the Tax Administration

• Withhold and remit income tax and social security contributions

• File regular payroll tax returns

VAT

If your business supplies taxable goods or services, you’ll need to:

• Charge VAT (typically 21%, but 9% or 0% for certain items)

• File VAT returns (usually quarterly)

• Pay VAT owed, minus deductible VAT on business expenses

You’ll receive a VAT number automatically after registration. If your annual turnover is under €20,000, your business might be eligible for the small businesses scheme (kleineondernemersregeling), which exempts you from charging or deducting VAT.

Annual accounts and filings

Every BV is required to prepare and file annual financial statements with the KVK. You can request an exemption only in extreme circumstances, such as bankruptcy, fire, or theft. Many BVs work with an accountant to handle year-end filings and ensure compliance.

Depending on your setup, you might also handle more niche obligations such as car-related taxes if the company owns a vehicle. You’ll need to plan for them, especially as your business develops.

Running a BV requires a lot of administration, but solid systems or support can help you manage the work. Keep your books clean, stay on schedule, and work with a professional, if needed.