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Starting a business in the Netherlands? One of the legal structures you can choose is a BV (Besloten Vennootschap), the Dutch private limited company. It’s a common choice for entrepreneurs who want limited liability and a more formal company structure. In this guide, you’ll find a step-by-step overview of how to set up a BV in the Netherlands in 2025.
A BV (Besloten Vennootschap) is a Dutch private limited company with legal personality, meaning it has rights and obligations like a person. It is the most common business structure in the Netherlands. A BV limits your personal liability, so debts are the responsibility of the company, not you as an individual.
Many entrepreneurs choose this structure if they want to protect their personal assets, work with other shareholders, or set up a holding company. Financially, setting up a BV becomes especially interesting when your annual net profit reaches around €100,000 or more. At that level, the combination of corporate income tax and dividend tax can result in a lower overall tax burden compared to a sole proprietorship, particularly when you pay yourself a structured salary and retain profits within the company.
However, for lower profits or simpler business setups, a sole proprietorship (eenmanszaak) may still be more cost-effective and easier to manage.
Setting up a BV in the Netherlands involves several important steps, from visa requirements to registering with the Trade Register and obtaining tax numbers. Below is a summary of the key actions you’ll need to take to get your BV up and running:
Visa & director requirements
Ensure you have the necessary visa or work permit to be the director of the BV (EU citizens don’t need a visa; non-EU citizens may need to apply for specific visas).
Choose a company form
Decide on the legal structure (most commonly a BV) and whether you want a holding structure for tax and legal benefits.
Business address
Find a registered address in the Netherlands (it can be a home address if certain conditions are met).
Gather required documents
Prepare documents such as your passport, tax identification number (TIN), and proof of address. Additional documents are needed if registering with an existing company.
Nominal share capital
Decide on the nominal share capital for your BV (often €0.01 or €1 per share). There is no minimum capital requirement as of 2012, except for special cases like the Dutch-American Friendship Treaty.
Choose an incorporation specialist
Work with a Dutch notary or an incorporation specialist to set up your BV. This step is required, as you cannot directly register a BV with the Chamber of Commerce.
Register with the trade register (KVK)
Submit the statutory documents, articles of association, and deed of incorporation to the Dutch Chamber of Commerce.
Obtain VAT & tax identification numbers
After registration, apply for a VAT number and a tax ID with the Dutch Tax Authorities.
Social security & pension registration
Register your BV with the Dutch social security authorities and pension funds for employment purposes.
Open a business bank account
Open a corporate bank account, which is required for your BV, and deposit the nominal share capital.
You don't need any starting capital to set up a BV in the Netherlands, but there are some additional costs involved:
Registration fee for the KVK Business Register (from 1 January 2025, the fee is €82.25)
Civil-law notary’s fee (varies; could be anything between €500 and €1.000)
Bookkeeping / accounting fee (varies; usually between €600 and €1.800 per year)
On average, you can expect to spend around €2.000 in the first year of running your BV.
As the owner of a BV, you’ll face different tax obligations compared to a sole proprietorship. Below are the key taxes to be aware of.
If your BV sells goods or services, you’ll usually need to charge VAT (btw) and file a VAT return—also called aangifte omzetbelasting—typically every quarter. However, if the BV has an annual turnover of up to €20,000, you may qualify for the small businesses scheme (KOR), meaning you don’t charge or pay VAT.
If your BV pays you or employees a salary, it must withhold payroll taxes like income tax and social security and pay them to the tax office.
Your BV pays corporate income tax (vennootschapsbelasting, or vpb) on the profits it makes each year. The tax rate depends on how much profit your company earns. Profits up to €200,000 are taxed at 19%. Anything above that is taxed at 25.8%.
This means the more profit your BV makes, the higher the tax percentage you’ll pay on the part above €200,000. There are also tax deductions available—like investment credits—that can help reduce the amount of tax your BV owes.
As the director of a BV (also called DGA—Directeur-grootaandeelhouder), you can choose to pay yourself through dividends. However, reinvesting the profits back into the company is also an option. When you pay out dividends, you'll first pay a 15% dividend tax. Then, any additional tax is settled in Box 2 of your personal tax return. Starting in 2025, the higher tax rate for dividends in Box 2 will be reduced from 33% to 31%.
make use of the services of a Dutch bookkeeper or accountant. A bookkeeper or accountant who is proficient in Dutch (and English) can be a big help when dealing with your corporation tax return. They can help you draw up and file your return. You authorise them to access your tax return.
Many entrepreneurs choose to set up a holding company alongside their operating company to separate assets and reduce risks. This is particularly beneficial for entrepreneurs who own multiple businesses or want to limit certain business risks.
A holding company BV is a separate legal entity that doesn’t engage in day-to-day business activities. Instead, it holds valuable assets such as profits, real estate, pensions, and shares in the operating company. The holding company is often called the ‘parent company’ because it is the higher-level entity that owns the operating company (the ‘subsidiary’).
A holding company is especially useful for entrepreneurs who want to limit their personal risks. For example, if you set up a business in the form of a BV (the operating company), and that company goes bankrupt, your personal assets can remain protected because the holding company houses valuable assets like profits or real estate.
The advantage of this structure is that you won't lose everything if the operating company encounters financial issues. Additionally, the holding company can offer tax advantages, such as the ability to optimize corporate tax or benefit from tax perks when selling shares.
| Advantages holding BV | Disadvantages holding BV |
|---|---|
| Risk protection: assets are separated from business risks. | Higher setup costs: requires at least 2 BVs. |
| Tax benefits: profits can be transferred tax-free to the holding company. | Higher ongoing costs: more administration and financial reporting. |
| No double taxation: holding company doesn’t pay corporate/dividend tax on profits. | Complex accounting: payments between companies need careful handling. |
| Fiscal unity: offset profits and losses between companies for tax purposes. |
To set up a holding company structure, you first establish the holding company through a notary. Once it’s created, you will receive shares in the holding company. Next, you create the operating company, with the holding company owning shares in it.
This means the holding company has control over the operating company. In some cases, it may be beneficial to first convert a sole proprietorship into a BV and then set up the holding company structure, creating a safe and structured framework for your business and assets.
Setting up a BV can be a complex process, but you're not alone. The bookkeepers and accountants in our network can guide you through every step, from registering your BV to managing your ongoing accounting needs. Whether it's handling your tax filings, preparing financial statements, or taking care of your full bookkeeping, our professionals are ready to provide the support you need to ensure your BV runs smoothly.
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