Eenmanszaak or BV in the Netherlands: Which Structure Should Expats Choose?

Intro

One of the first decisions you face when working independently in the Netherlands is also one of the most consequential: do you operate as an eenmanszaak (sole proprietorship) or set up a BV (private limited company)?

NOTE! Before going further, an important clarification that trips up almost every newcomer – ZZP is not a legal structure. The term zelfstandige zonder personeel simply means “self-employed without staff”. A self-employed professional can run either an eenmanszaak or a BV. 

For expats, this choice carries an extra layer that Dutch entrepreneurs rarely think about. Your business structure can affect your residence permit, your tax residency, and – critically – whether you can use the 30% ruling. That last point alone can change the maths entirely.

This guide compares both structures on liability, tax, costs, and the break-even point, then explains what the choice means specifically for internationals moving to the Netherlands in 2026.

Key Takeaways

• An eenmanszaak is simple and cheap to set up; a BV is a separate legal entity with limited liability;
• ZZP is not a legal entity;
• The eenmanszaak usually wins on tax below roughly €80,000 profit; a BV typically pays off above ~€100,000;
• Only a BV (where you are an employee/DGA) can hold the 30% ruling – an eenmanszaak cannot;
• A BV requires a minimum director’s salary of ~€58,000 in 2026, if there is enough profit ;
• Switching from an eenmanszaak to a BV later is common and entirely possible.

What Is an Eenmanszaak?

In an eenmanszaak, you are the business. There is no legal separation between you and the company, which means your private and business assets are treated as one.

Setting one up is straightforward: you register with the KVK (Chamber of Commerce), receive a VAT number from the Belastingdienst, and you can start invoicing.

There is no notary and no minimum capital. This simplicity is why most freelancers, consultants, and solo professionals start here.

The trade-off is personal liability: if the business incurs debts or causes damage, your private savings, car, or home can be at risk.

What Is a BV?

A BV (besloten vennootschap) is a private limited company and a separate legal entity. It has its own rights, obligations, and assets, divided into shares held by shareholders.

Because the BV is legally distinct from you, your personal liability is in principle limited to the capital you put into it (the minimum is just €0.01).

Setting up a BV requires a notarial deed, can be done largely online, and is the structure of choice once revenue, risk, or ambition grows.

Insight: A common assumption among newcomers is that “registering a company” automatically means a BV. In practice, the eenmanszaak is the default starting point for most independent professionals in the Netherlands.

Eenmanszaak vs BV at a Glance (2026)

Aspect	Eenmanszaak	BV
Legal entity	No – you and the business are one	Yes – separate legal entity
Liability	Unlimited, personal	Limited (exceptions apply)
Set-up	KVK registration (~€85)	Notarial deed €1,000 – €2,5000
Profit tax	Income tax, up to 49.50%	Corporate tax 19% / 25.8%
Entrepreneur deductions	Yes (self-employed, start-up, SME)	No
Director’s salary	Not applicable	Min. ~€58,000/year (DGA)
30% ruling	Not possible	Possible
Best for	Starters, lower profit, low risk	Higher profit, higher risk, scaling

Difference 1: Liability

This is often the deciding factor – more than tax.

With an eenmanszaak, there is no shield between you and the company. Creditors can pursue your personal assets, and if you are married in community of property, your partner may be exposed too. Strong contracts and professional liability insurance reduce this risk considerably for most realistic scenarios.

With a BV, liability is generally limited to the company. Your home and savings are protected – unless there is fraud, mismanagement, or you sign a personal guarantee. A BV is not an absolute shield, but it adds a meaningful wall.

Difference 2: Tax

Tax is where the two structures diverge most sharply.

Eenmanszaak profit is taxed as personal income (Box 1), with progressive rates rising to 49.50%. But sole proprietors benefit from basic income tax credits and extra entrepreneur deductions – the self-employed deduction, the start-up deduction, and the SME profit exemption – which sharply lower the effective rate on small to mid-sized profits.

A BV is taxed on company profit via corporate income tax (19% up to €200,000, then 25.8%), and then, in case of profit distribution, only when money leaves the company – as  dividend (Box 2, 24.5% / 31%). The advantage is the low 19% core rate and the ability to leave profit inside the BV and/or reinvest it, deferring the personal tax until you actually withdraw it.

Insight: The real BV advantage is deferral. If you spend every euro you earn, that benefit shrinks. If you retain profit to reinvest or grow, the BV becomes far more attractive.

The Break-Even Point: When Does a BV Pay Off?

Years ago the rule of thumb was “a BV from €150,000 profit”. As entrepreneur deductions have been cut, that threshold has dropped.

Most accountants now place the 2026 break-even between €80,000 and €100,000 profit, depending heavily on whether you distribute or retain profit .

• Below ~€80,000: the eenmanszaak almost always wins – deductions beat the sum of corporate + dividend (or mandatory salary) rate;
• €80,000–€100,000: a grey zone, where liability, pension strategy, and the 30% ruling often decide it;
• Above ~€100,000: a BV usually wins, especially if profit stays inside the company.

The Expat Angle: Residence Permit and the 30% Ruling

Here is where the standard “eenmanszaak or BV” comparison breaks down for internationals – and where the decision becomes genuinely different from a Dutch national’s.

1. The 30% ruling.

This tax facility lets eligible employees receive part of their salary tax-free. The catch: you must be an employee. An eenmanszaak owner is not an employee, so a sole proprietorship cannot hold the 30% ruling.

A BV can – because as a director-major shareholder (DGA) you are employed by your own company. For a relocating professional, this single fact can outweigh every other consideration. If the 30% ruling is on the table, it usually points toward a BV.

2. Your residence permit.

For non-EU nationals, the structure also intersects with immigration. The self-employed visa is built around independent entrepreneurial activity, US citizens have the DAFT visa route, and innovative founders may fit the Startup Visa.

Each treats your business setup slightly differently, and the structure you choose should align with your permit from day one – not after the first tax return.

Insight: For Dutch entrepreneurs the choice is mostly profit and liability. For expats, immigration status and 30% ruling eligibility can flip the answer entirely – even at a profit level where a Dutch freelancer would happily stay an eenmanszaak.

3. BV as infrastructure for employing through the EU Blue Card.

Having an active Dutch BV in which (at least) you work as a director also gives you a practical platform to sponsor highly skilled professionals from outside the EU through the EU Blue Card route.

Unlike the Highly Skilled Migrant permit, the Blue Card does not require your company to hold recognized sponsor status with the IND, which significantly lowers the administrative threshold for smaller and growing businesses.

This means that once your BV is established and operational, you can relatively straightforwardly hire and relocate specialists from countries such as India, Brazil, Turkey, China, Russia or Serbia by offering them a qualifying employment contract and meeting the applicable salary threshold. 

For expats planning to scale their business, this turns the BV into more than just a liability shield or tax vehicle – it becomes part of your long-term talent acquisition infrastructure.

If your growth plans include bringing in specialized expertise from outside the EU, choosing a BV structure from the beginning gives you a ready-made legal vehicle to facilitate such relocations in a structured and compliant way.

Difference 3: Administration and Costs

A BV adds three fixed cost categories: payroll administration for the DGA salary, annual accounts filed with the KVK, and a separate corporate tax return.

Together with higher bookkeeping fees, a BV typically costs €2,500–€4,000 more per year than an eenmanszaak .

Cost item	Eenmanszaak	BV
Set-up	€0–€85 (KVK only)	€1,000–€2,500 (notary)
Annual bookkeeping	€500–€1,500	€1,500–€5,000
Annual accounts filing	Included in personal tax return	Required: corporate tax report and financial statements
Payroll admin (DGA)	Not applicable	~€600/year

This is why ongoing bookkeeping and tax compliance tends to weigh more heavily in the BV decision than the one-off set-up fee.

When to Convert from Eenmanszaak to BV

Many founders start as an eenmanszaak and convert once the numbers justify it.

The usual triggers: structural profit above ~€100,000, real liability exposure, plans to retain profit, building something to sell, or bringing in co-founders or investors (an eenmanszaak has only one owner – for partners you would need a VOF or a BV).

There are two main routes: 

1. a silent contribution (geruisloze inbreng), which carries book values over without immediate tax,
2. a noisy contribution (ruisende inbreng), which settles tax now in exchange for fresh book values.

An accountant should calculate which fits your situation. Once a BV exists, share changes – such as a future transfer of shares – require a notary.

Common Mistakes

Most structure decisions go wrong not because the maths is hard, but because of a handful of recurring misunderstandings – several of which are specific to internationals.

• Treating “ZZP” as a legal form. ZZP is an employment status, not a structure. People search for “ZZP or BV” and never realise the actual choice is eenmanszaak or BV. The label matters because tax, liability, and permit rules attach to the structure, not to the word “ZZP”;
• Assuming a BV automatically saves tax. A BV becomes tax-efficient above a certain profit level or when reinvesting profit. 
• Overlooking the 30% ruling restriction. This is the most expensive expat mistake. An eenmanszaak owner is not an employee and therefore cannot use the 30% ruling. Expat founders who set up a sole proprietorship “to keep it simple” sometimes forfeit years of tax-free salary they would have kept inside a BV;
• Forgetting that structure changes affect permit timing. For non-EU nationals, converting your business or switching the basis of your stay can interact with residence-permit conditions and deadlines. A change that is purely administrative for a Dutch entrepreneur can create immigration timing issues for an expat;
• Ignoring how retained profit and Box 3 interact. Cash that stays in a BV is outside your personal Box 3 tax base, but you still owe corporate tax now and Box 2 later on withdrawal. Founders who build up savings without planning this can be surprised by the eventual personal tax bill.

Insight: The single most costly mistake for expats is structural, not numerical – choosing an eenmanszaak before checking whether the 30% ruling and residence permit point toward a BV. By the time it surfaces on the first tax return, the lost benefit is rarely recoverable.

Bottom Line

For most people starting out – and especially for those with moderate profit and low risk – the eenmanszaak is the natural first step: cheap, fast, and rich in entrepreneur deductions.

The BV earns its place once profit climbs above ~€100,000, when image and liability protection matters, when you intend to retain and reinvest profit, or when you bring in partners.

For expats, the calculation has an extra dimension. The 30% ruling and your residence permit can shift the answer well before the usual profit thresholds.

Reviewing structure, tax, and immigration together – rather than in isolation – is what prevents costly rework later, including down the line when you start counting years toward permanent residence.

FAQ

1. Can I switch from an eenmanszaak to a BV later, using my existing business? + −

2. If I expect very high profit, is a BV always cheaper? + −

3. Can two founders share an eenmanszaak? + −

4. As a DGA, can I pay myself less than the minimum salary? + −

5. I work remotely for foreign clients – does that change the structure choice? + −