How to Convert Your ZZP (Eenmanszaak) to a BV in the Netherlands

Intro

As your business grows, the structure that was perfect on day one can start to hold you back. Higher profit, real liability exposure, or plans to bring in a partner are all signs it may be time to convert from a sole proprietorship to a private limited company.

First, a clarification that catches most people out: there is no literal “converting” a ZZP into a BV. ZZP is not even a legal form – it means self-employed without staff, and most ZZP’ers operate as an eenmanszaak.

What actually happens is that you incorporate a brand-new BV and transfer the assets and liabilities of your eenmanszaak into it. The BV gets a new KVK number, and from that point the company – not you personally – runs the business.

This guide walks through the three ways to make that move, the costs and deadlines involved, the step-by-step process, and – importantly for internationals – what the switch means for your residence permit and the 30% ruling.

Key Takeaways

• You do not “convert” a ZZP – you incorporate a new BV and transfer your business into it;
• There are three methods: asset-liability transaction, silent contribution, and noisy contribution;
• The silent route defers tax but locks you out of selling shares for 3 years;
• Conversion usually makes sense around ~€100,000 structural profit or when liability matters;
• As a BV owner you become a DGA, lose entrepreneur deductions, and must pay a minimum salary (~€58,000 in 2026).

What “Converting” Actually Means

Legally, you cannot transform one entity into another. Instead, a notary incorporates a new BV, and the assets, contracts, and liabilities of your eenmanszaak are moved across into it.

The big practical change is legal personality. An eenmanszaak is you; a BV is a separate legal entity that owns its own assets, signs its own contracts, and shields your private wealth (with exceptions for fraud, mismanagement, or personal guarantees).

Insight: Because the BV is a new entity with a new KVK number, you must actively re-paper the business – contracts, bank accounts, insurance, licences, and domains all need to be transferred. Nothing carries over automatically just because “it’s still your company”.

When Does Converting Make Sense?

The decision is rarely about a single number. The clearest triggers are:

• Structural profit above ~€100,000 for at least two consecutive years, where the corporate rate starts to beat income tax plus deductions ;
• Real liability exposure – large contracts, high-risk projects, or work where a single mistake could be costly;
• Retaining profit to reinvest, since profit left inside a BV is taxed at just 19% for now ;
• Bringing in partners or investors, who need shares an eenmanszaak cannot issue (for two equal founders without a BV, a VOF is the alternative);
• Building to sell, since selling BV shares is far cleaner than selling a sole proprietorship piece by piece.

The Three Ways to Convert

There are three routes, and the right one depends on how much hidden value (goodwill, capital gains) sits in your business and whether you plan to sell soon.

1. Asset-Liability Transaction (activa-passivatransactie)

The simplest and usually cheapest route. You set up the BV, then “sell” all assets and liabilities of your eenmanszaak to it at market value.

The BV starts with fresh book values. No separate deed of transfer is needed – just an asset-liability agreement – but because you end the eenmanszaak, you may owe income tax on the discontinuation profit (stakingswinst). Best when the business holds little hidden value.

2. Silent Contribution (geruisloze inbreng)

Here the business is contributed into the BV at its existing book values, and the BV continues seamlessly. The big advantage: no immediate tax on reserves or goodwill – the liability is deferred until you later sell or dissolve the BV.

The trade-offs: it requires Tax Administration approval, a notarial deed of contribution (akte van inbreng), and you cannot sell the shares for three years . Ideal for established businesses with significant goodwill or capital gains.

3. Noisy Contribution (ruisende inbreng)

A middle path. The business is contributed at market value, you settle tax on the discontinuation profit now, but the BV gets fresh book values and there is no three-year share-sale restriction.

Useful if you expect to sell within a few years or have little goodwill to worry about.

Method	Tax now?	Retroactive	Share-sale lock	Best for
Asset-liability	Yes (stakingswinst)	No	None	Low hidden value, simplicity
Silent contribution	No – deferred	Up to 9 months	3 years	High goodwill, continuity
Noisy contribution	Yes (stakingswinst)	Up to 3 months	None	Selling soon, low goodwill

The Expat Angle: Residence Permit and the 30% Ruling

This is where converting becomes genuinely different for internationals – and where competitors stop short.

Your residence permit

For non-EU nationals, the basis of your stay may be tied to your independent activity – for example under the startup visa and self-employed visa – or to the Dutch-American Friendship Treaty for those on a DAFT visa.

Changing your structure can interact with those conditions, so the immigration side should be reviewed before the notary, not after.

Insight: For a Dutch entrepreneur, converting is a tax and liability decision. For an expat it is also an immigration decision – the same move that optimises your tax can, if mistimed, complicate your permit position.

Costs and Timeline

Most ZZP-to-BV conversions take between 2 and 8 weeks, depending on the chosen transfer method, the complexity of the business, and how quickly the required documentation is prepared.

Typical one-off costs include:

Typical expense	Estimated cost
Notary (BV incorporation)	€1000-€2000
Additional holding BV (optional) and/or contribution act	+€750-€3000
Accountant / tax advisor (valuation, opening balance, tax planning, tax office notification)	€120 and €350+ per hour (excluding 21% VAT)
KVK registration	~€85
Typical total project cost	€4,500-€7,500+

Important tax deadlines

If you choose a silent contribution (geruisloze inbreng) and want the conversion to apply from 1 January, the timing of the process is crucial. In most cases, the letter of intent must be submitted to the Dutch Tax Administration before 1 October of that year, while the BV itself must be incorporated by 1 April of the following year.

A noisy contribution (ruisende inbreng) is generally more flexible and may allow retroactive effect of up to three months.

Missing these deadlines does not prevent the conversion, but it can postpone the intended tax treatment until the following financial year.

Step-by-Step Process

1. Get advice first. An accountant calculates discontinuation profit and goodwill and recommends silent vs noisy.
2. Sign a letter of intent before the relevant deadline if you want retroactive effect.
3. Incorporate the BV via a notary – consider a Holding-BV plus Werk-BV if you plan to retain profit or grow. Consider a silent or a noisy contribution.
4. Register at the KVK and obtain corporate tax and payroll tax numbers.
5. Transfer the business – contracts, bank accounts, software, domains, and insurance move to the BV.
6. Deregister the eenmanszaak if applicable and file the final income tax return.

Ongoing bookkeeping and tax compliance becomes heavier after the switch, so factor in the higher annual admin from the start.

Common Mistakes

Conversions go wrong less because of tax maths and more because of formalities and timing.

• Assuming the business “just moves” to the BV. Assets and contracts of a BV and an eenmanszaak are strictly separate. You need an actual transfer instrument – skipping it can leave contracts, IP, or licences legally stranded;
• Missing the retroactive deadline. Filing the letter of intent late means losing a year of BV tax treatment;
• Picking the silent route then needing to sell. The three-year share-sale lock can trap founders who later receive an acquisition offer;
• Forgetting you lose entrepreneur deductions. As a DGA you no longer get the self-employed, start-up, or SME reliefs – which is exactly why low-profit businesses often convert too early;
• Ignoring the immigration angle. For expats, an optimized tax move can disrupt a residence-permit basis if not sequenced correctly.

Insight: The most expensive errors are not in the tax calculation but in the paperwork and the calendar – an untransferred contract or a missed October deadline costs far more than the choice of method itself.

Bottom Line

Converting your eenmanszaak into a BV is less a transformation than a structured handover: a new company is born, and your business is carefully moved into it. The asset-liability route is simplest, the silent contribution defers tax but locks your shares for three years, and the noisy contribution sits in between.

For most founders the trigger is structural profit above ~€100,000, real liability, or growth plans.

Reviewing tax, structure, and immigration together is what keeps the conversion clean and avoids surprises later, including when you start counting years toward permanent residence.

FAQ

1. Do I get a new KVK number after converting? + −

2. Can I convert with retroactive effect to 1 January? + −

3. What happens to my entrepreneur deductions after converting? + −

4. Should I set up a single BV or a holding structure? + −

5. Do contracts and IP transfer automatically? + −

6. Can I convert a VOF the same way? + −