Intro
One of the first decisions you make when starting a business in the Netherlands is choosing a legal structure (rechtsvorm).
It’s not a formality: your choice shapes your personal liability, how you’re taxed, whether you can bring in partners or investors, and how easily you can scale later. Pick the wrong one and fixing it afterwards usually costs more than getting it right at the start.
This guide walks through the main Dutch business structures, splits them into the two groups that actually matter (with and without legal personality), and – because most generic overviews stop there – adds the parts that matter specifically to expats and foreign founders: liability, tax, the 30% ruling, branch vs subsidiary, and banking credibility.
Key Takeaways
- Dutch structures split into two groups: those without legal personality (you’re personally liable) and those with it (your private assets are shielded).
- Most starters pick the eenmanszaak (sole proprietorship) for its simplicity and early tax breaks – but it carries personal liability.
- The BV (private limited company) is the default for most foreign founders – limited liability, credibility, and EU-wide acceptance.
- Tax drives much of the choice: sole proprietorships pay income tax with start-up allowances; a BV pays corporate tax and becomes more efficient at higher profit.
- For expats, the BV also unlocks the 30% ruling where you qualify – something a sole proprietorship cannot offer.
- Foreign companies should weigh a Dutch subsidiary (BV) against a branch – the BV limits liability and earns more trust with banks and clients.
Business Structures at a Glance
|
Structure |
Legal personality |
Liability |
Typical use |
|
Eenmanszaak (sole proprietorship) |
No |
Personal |
Freelancers, solo starters |
|
VOF (general partnership) |
No |
Personal, joint |
Partners starting together |
|
Maatschap (professional partnership) |
No |
Personal (own acts) |
Doctors, lawyers, architects |
|
CV (limited partnership) |
No |
Mixed (general vs silent) |
Investor + operator setups |
|
BV (private limited company) |
Yes |
Limited |
Most SMEs, foreign founders |
|
NV (public limited company) |
Yes |
Limited |
Large firms, IPO-bound |
|
Stichting (foundation) |
Yes |
Limited |
Non-profit, holding, control |
|
Vereniging / Coöperatie |
Yes |
Limited |
Members, collectives |
The Big Divide: Legal Personality or Not
Every Dutch structure falls into one of two camps, and this is the distinction that matters most.
Without legal personality (eenmanszaak, VOF, maatschap, CV), there’s no legal separation between you and the business. You can register these directly at the KVK with no notary and no minimum capital – fast and cheap – but if the business runs up debts, creditors can come after your personal assets.
With legal personality (BV, NV, stichting, vereniging, coöperatie), the business is a separate “legal person” that owns its own debts. Your private assets are shielded except in cases of mismanagement or negligence. These require a civil-law notary to incorporate, and carry more administration.
Insight: The real question behind “which structure?” is usually “how much personal risk am I willing to carry?” If your business has any real liability exposure – contracts, staff, stock, clients who could sue – the protection of a legal personality is often worth the extra cost and admin.
Structures Without Legal Personality
Eenmanszaak (sole proprietorship). The most popular choice for starters: quick to set up, minimal admin, and – in the early, lower-profit phase – often the most tax-friendly thanks to allowances. The catch is full personal liability. Note that “zzp’er” and “freelancer” aren’t legal structures; most freelancers register as an eenmanszaak.
VOF (general partnership). For two or more people starting together. Each partner contributes money, goods, or labor, there’s no minimum capital, and profits are taxed at each partner’s level. The downside: partners are jointly and severally liable, so one partner’s debts can reach another’s assets.
Maatschap (professional partnership). Built for professionals practizing together under a common name – dentists, architects, physiotherapists, lawyers. Each partner is generally liable for their own acts rather than the whole firm’s.
CV (limited partnership). A VOF variant with two partner types: general partners who manage and carry full liability, and silent (limited) partners who invest and are liable only up to their contribution. Useful when you want an investor involved without them running the business.
Structures With Legal Personality
1. BV (besloten vennootschap – private limited company)
The workhorse of Dutch business. Capital is divided into shares held by shareholders; directors run the day-to-day; and in BVs the same person is often director and major shareholder (DGA).
Minimum share capital is a symbolic €0.01. Limited liability, professional image, and easy to explain to banks and investors – which is why it’s the standard choice for SMEs and foreign-owned businesses.
2. NV (naamloze vennootschap – public limited company)
Like a BV but built for scale: shares can be freely tradable and listed on a stock exchange, governance is stricter, and the minimum capital is €45,000.
Suited to large enterprises and companies heading for an IPO – overkill for most founders.
3. Stichting (foundation)
No shareholders and no profit distribution to owners; established to pursue a specific goal.
Beyond charities, foundations are used cleverly in governance, asset protection, and holding or control structures.
4. Vereniging & coöperatie (association & cooperative)
Member-based forms. An association pursues a shared goal (often non-profit); a cooperative lets individual entrepreneurs pool purchasing, marketing, or services while staying independent.
Liability: The Question That Should Come First
In an eenmanszaak or VOF, you’re personally liable – creditors can seize your private assets, and if you’re married in community of property, potentially shared assets too (a prenuptial or partnership agreement can limit this).
With a BV or other legal personality, you’re only personally liable in exceptional cases such as mismanagement or negligence.
For a foreign founder entering a new market, this separation is often the single strongest argument for a BV: it keeps your personal assets out of the business’s risks while you find your feet.
Tax: Where the Choice Gets Real
Tax treatment is one of the biggest practical differences between the two groups.
Sole proprietorship / VOF
You pay income tax on profits, and often qualify for attractive start-up and self-employment allowances (like the zelfstandigenaftrek and profit exemption).
In the early phase, when profit is modest, this is usually the more tax-efficient route.
BV
The company pays corporate income tax, and the DGA pays income tax on a mandatory market-level salary plus tax on any dividends.
There’s more admin – annual accounts, corporate returns – but above a certain profit level the BV becomes more efficient overall, and it offers flexibility in how you split salary and dividends.
Insight: There’s a rough crossover point – often cited around €100,000 of profit – above which a BV tends to beat a sole proprietorship on tax. But the number isn’t fixed and the allowances shift year to year, so treat it as a signal to run the actual figures for your case, not a rule.
The Expat Angle: The 30% Ruling and Substance
Here’s what the standard overviews skip. If you’ve moved to the Netherlands and qualify for the 30% ruling – the tax benefit for those recruited from abroad – your structure matters.
The ruling works through employment, so a BV that employs you can be arranged to use it where you qualify, whereas a sole proprietorship simply can’t offer it. For many expat founders, that alone tips the decision toward a BV.
There’s also substance: whatever structure you choose, tax authorities expect the company to genuinely operate where it claims to. For someone living and working in the Netherlands, a BV has that substance naturally.
Foreign Company? Branch vs Dutch Subsidiary
If you already run a company abroad and want a Dutch presence, you face a second choice.
A branch is not a separate legal entity – it’s an extension of your foreign company, which stays fully liable for everything the branch does. Simpler on paper, but it offers no liability protection and often complicates banking and contracts.
A Dutch subsidiary (usually a BV) is a separate legal entity under Dutch law, even if wholly owned by the foreign parent. It limits risk to the Dutch entity and tends to earn more trust from EU banks, clients, and suppliers.
For most foreign companies doing real business here – hiring, contracting, holding stock – the subsidiary BV is the cleaner long-term choice.
How UnitCity Helps
We’re a Rotterdam-based business immigration and legal & tax firm, and choosing a structure is where we start with most expat founders – before any registration.
Rather than defaulting to the fastest option, we look at your residence, liability, tax, visa route, and the 30% ruling together, then set up the structure that fits.
In practice that usually means company incorporation of a BV, the 30% ruling where you qualify, and ongoing bookkeeping and tax compliance handled as one coordinated setup.
Bottom Line
Dutch business structures split into two families: those without legal personality (eenmanszaak, VOF, maatschap, CV), which are cheap and simple but leave you personally liable, and those with it (BV, NV, stichting, and the member forms), which shield your private assets at the cost of more admin.
For most foreign founders, the BV is the natural home – limited liability, credibility, EU acceptance, and the only route that pairs with the 30% ruling.
The mistake to avoid is choosing on setup speed or cost alone. The right structure depends on your liability exposure, your expected profit, whether the 30% ruling is in play, and whether you’re building a standalone business or a Dutch arm of a foreign company.
Decide it against your real plans – and, ideally, alongside your relocation – rather than in isolation.
FAQ
Most freelancers register as an eenmanszaak (sole proprietorship) for its simplicity and early tax allowances. But “zzp’er” and “freelancer” aren’t legal structures themselves – you are still personally liable, and once liability or the 30% ruling matters, many switch to a BV.
Roughly when profit is high enough that corporate-tax treatment and salary/dividend flexibility outweigh the extra admin – often cited around €100,000, but not fixed. Liability protection and, for expats, the 30% ruling can justify a BV earlier, so run your own figures rather than relying on the threshold.
Yes. Foreign individuals and companies can own a Dutch BV. You’ll need proper documentation, incorporation via a civil-law notary, and registration with the KVK – all of which can generally be arranged, often remotely, with the right support.
Only for structures with legal personality. An eenmanszaak, VOF, maatschap, or CV is registered directly at the KVK with no notary. A BV, NV, stichting, or other legal entity must be incorporated through a civil-law notary.
For most real operations, a subsidiary BV is cleaner: it’s a separate legal entity that limits liability to the Dutch company and earns more trust from banks and clients. A branch keeps the foreign parent fully liable and can complicate banking and contracts.
The 30% ruling works through employment, so a BV that employs you can be set up to use it if you qualify, while a sole proprietorship cannot. If the ruling is relevant to you, factor it into the structure decision from the start rather than choosing the form first.
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