Intro
The besloten vennootschap, or BV, is the Netherlands’ equivalent of a private limited company – and the most common legal form for entrepreneurs who are scaling, protecting personal assets, or planning to bring in investors. It is a legal entity in its own right: the business, not you, is generally liable for its debts.
But a BV is not automatically the right choice. It costs more to run than a sole proprietorship, carries more admin, and becomes more tax-efficient than a sole entrepreneurship above a certain profit level.
This guide explains what a BV is, the voordelen (advantages) and the nadelen (downsides), what it costs, how it is taxed, and how to set one up (bv oprichten) – with a specific lens on what all this means for expats and foreign founders.
Key Takeaways
- A BV is a legal entity with its own rights, obligations, and (usually) its own liability;
- Its capital is divided into shares; if you set it up alone, you are the sole shareholder and, as director, the so called DGA;
- The main advantages are limited liability, a professional image, tax efficiency at higher profits, and structuring advantages: from separation of business and personal assets to possibility to bring in investors;
- A BV is set up through a civil-law notary and registered with KVK – and can now be done fully online, including from abroad;
- It becomes tax-efficient at roughly €90,000 profit a year, below which a sole proprietorship is often cheaper ;
- For expats, the BV is also the vehicle that can carry the 30% ruling, via your DGA-employee status.
What Is a BV?
A BV is a business structure with legal personality (rechtspersoon). That means it has its own rights and obligations: it owns assets, signs contracts, holds its own bank account, and is generally liable for its own debts – so your private savings, home, and car usually stay out of reach of business creditors.
Its capital is divided into shares, held by shareholders, who are the owners. Set up a BV on your own and you are the sole shareholder.
The day-to-day running sits with the directors. If you are a director and hold at least 5% of the shares, you are a director-major shareholder – in Dutch, directeur-grootaandeelhouder (DGA) – which makes you an employee of your own company.
Insight: The defining feature of a BV is separation. You and the company are legally distinct persons. That separation is what limits your liability, shapes how you are taxed, and makes the structure attractive to investors – but it is also why a BV carries more formality than a sole proprietorship.
The Advantages of a BV
The voordelen (advantages) that drive most founders to a BV:
- Limited liability – the BV is liable for its debts, so your personal assets are generally protected if things go wrong;
- A professional image – a BV signals substance to clients, banks, and investors;
- Tax efficiency at higher profits – above roughly €90,000 profit, the corporate-tax route can beat income tax on a sole proprietorship ;
- Retained profit – profit can stay in the BV, taxed at the corporate rate, and is only taxed personally when you take it out;
- Transparent transfer and investment – shares make it simple to sell the business, bring in a partner, or attract investors;
- Pension building – a DGA can build pension provision through the BV.
The Disadvantages
A BV is not free, and the downsides are real:
- Higher set-up and running costs – a notary is required, and annual accounts must be prepared and filed;
- More admin – corporate tax, payroll tax, and dividend reporting add complexity;
- Public annual accounts – a BV must file accounts with KVK, which are public;
- No entrepreneur deductions – you lose the zelfstandigenaftrek, startersaftrek, and SME profit exemption that a sole proprietorship enjoys.
BV vs Eenmanszaak: The Turning Point
The choice between a BV and a sole proprietorship (eenmanszaak) usually comes down to profit and risk.
|
Aspect |
Eenmanszaak |
BV |
|
Liability |
Full personal liability |
Limited (BV liable) |
|
Tax |
Income tax (with deductions) |
Corporate tax + dividend tax (Box 2) |
|
Admin |
Simpler |
More complex |
|
Set-up cost |
Low |
Higher (notary) |
|
Image |
Smaller-scale |
Professional |
Most experts put the fiscal turning point at around €90,000 profit a year – below that, a sole proprietorship is often cheaper; above it, a BV tends to win.
How to Set Up a BV (Bv Oprichten)
You set up a BV through a civil-law notary – in person or online. The core steps:
- The notary drafts the deed of incorporation, including the articles of association (name, seat, shares, how directors are appointed) and issues a shareholders’ register;
- Registration with KVK – the notary registers the BV and its directors in the Business Register, and records the ultimate beneficial owners (UBOs);
- The Tax Administration is notified – KVK passes details on; if the BV’s activities are subject to VAT, you receive a VAT number.
You can trade before incorporation is complete as a BV in oprichting (i.o.), but be aware you are personally liable for commitments made in that phase until the BV formally exists.
Pro Tip: A BV can now be incorporated fully online, which is what makes it feasible to set one up without being physically in the Netherlands. For founders abroad, the mechanics are covered in our guide on opening a BV remotely.
What Does a BV Cost?
|
Cost |
Typical amount |
|
Notary fee |
€1,000 – €2,500 |
|
KVK registration |
~€80 |
|
Bookkeeping / accounting (annual) |
€2,000 – €5,000 |
|
Starting capital |
From €0.01 |
Since the flex-BV reforms, you only need €0.01 of starting capital – but a BV still needs real working capital to operate, so treat the minimum as a legal floor, not a budget.
How a BV Is Taxed
A BV brings several taxes into play:
| Tax | What it applies to | Rate |
| Corporate income tax (VPB) | Profit | 19% up to €200,000; 25.8% above |
| Dividend tax | Dividends paid to shareholders | 15% withholding, creditable against box 2 tax |
| Box 2 (substantial interest) | Profit taken to private via dividend | 24.5% up to ~€68,000; 31% above |
| Payroll tax | The DGA’s salary and any staff | Via payroll |
As a DGA you must pay yourself a customary salary (gebruikelijk loon) – a legal minimum of around €58,000 in 2026, expected to rise annually.
The logic: it stops you drawing everything as lower-taxed dividend. For the personal-income side, see the Dutch tax brackets.
The key structural point: profit stays in the BV and is taxed at the corporate rate first; you only pay personal (Box 2) tax when you move money into your private account. That deferral is a large part of the BV’s appeal.
The Expat Angle: BVs for Foreign Founders
Dutch guides on the BV are written for locals.
For internationals, three points matter more.
- The 30% ruling. Operating through a BV makes you a DGA – an employee of your own company – which is the status that can carry the 30% ruling (=expat facility, which becomes 27% from 2027). Getting the salary and structure right from the start matters, which is why we handle the 30% ruling application (=expat facility) alongside incorporation.
- Setting up from abroad. You do not need to be resident to own or incorporate a Dutch BV; online incorporation makes remote set-up realistic for non-resident founders.
- Structure and protection. Many founders pair the BV with a holding BV to protect assets and enable a tax-efficient exit.
Insight: For a Dutch entrepreneur the BV is a tax-and-liability decision. For an expat it is also an immigration and residence-planning decision – the incorporation, your DGA salary, and your 30% ruling should be sequenced together, not treated as separate errands.
Bottom Line
A BV separates you from your business: it limits liability, projects professionalism, lets profit sit at the corporate rate until you draw it, and makes shares easy to transfer.
The price is a notary, higher running costs, public accounts, and the loss of entrepreneur deductions – which is why it usually earns its place above roughly €90,000 profit a year, and rarely below it.
For expats, the BV is more than a tax vehicle. It is the structure that can carry your 30% ruling, that can be set up remotely before you arrive, and that sits at the centre of a holding structure for protection and exit.
Because these pieces interlock, the best time to get the setup right is before you incorporate – when a single, well-planned decision saves years of correction later.
FAQ
Below roughly €90,000 of annual profit, a sole proprietorship can often be more tax-efficient thanks to entrepreneur deductions.
However, this rule of thumb assumes that the BV’s profits are fully distributed as dividends. If you plan to retain and reinvest profits in the business, the tax comparison can look very different.
In practice, tax is not always the main reason to choose a BV – even at lower profit levels. Limited liability, a more professional corporate structure, bringing in investors or partners, and building a business for future growth or sale can be more important than a potential tax saving.
The right structure therefore depends on how you plan to use and grow the profits, not just on your annual profit figure.
Online incorporation through a notary can be quick – often a handful of working days once your documents are in order. Timelines vary by provider and by how quickly the deed and identity checks are completed.
Yes. You do not need to be resident to own or incorporate a BV, and online incorporation makes remote set-up practical for foreign founders. Our guide on opening a BV remotely covers the specifics.
A DGA is a director who holds at least 5% of the shares. As a DGA you are an employee of your own BV and must pay yourself a customary minimum salary (around €58,000 in 2026) if your profit is sufficient for that, on which payroll tax is due.
Not always, but often it is wise setting up a holding as well. A single BV is enough to trade. A holding is worthwhile once you want to protect retained profit or assets from operating risk, or plan a tax-efficient sale – the reasoning is in our holding BV guide.
The BV pays corporate tax on profit (19% up to €200,000, 25.8% above) . Profit can then sit in the BV tax-deferred; you only pay Box 2 tax when you distribute it to yourself. That deferral is a core advantage over a sole proprietorship.
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