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Last updated: 22 October 2026. Rules, fees and tax rates can change, so check the official pages linked below before you decide. This is general information, not legal or tax advice.
If you are starting a company in the Netherlands, one of your first decisions is the legal form. The choice between a sole proprietorship or BV decides who is liable when things go wrong, how you are taxed and how much paperwork you carry. Most newcomers pick between three forms: the eenmanszaak for one owner, the VOF for two or more partners and the BV, a private limited company. This guide compares them using the official Dutch government sources. For the registration steps themselves, see our guide to starting a business in the Netherlands.
1. The three forms at a glance
| Eenmanszaak | VOF | BV | |
|---|---|---|---|
| Owners | One person | Two or more partners | One or more shareholders |
| Separate legal entity | No | No | Yes |
| Who is liable for business debts | You, with your private assets | Every partner, for the whole amount | Usually the BV, not the director (with exceptions) |
| Notary needed to start | No | No | Yes (notarial deed) |
| Income is taxed as | Personal income tax, box 1 | Personal income tax, box 1, per partner | Corporate tax for the BV, plus tax on your own salary and dividends |
| Annual accounts filed with KVK | No | No | Yes |
Source: business.gov.nl and KVK, checked 22 October 2026. Details are explained below.
2. Eenmanszaak (sole proprietorship)
The eenmanszaak is the simplest form. A sole proprietorship has no legal personality of its own: you and the business are legally the same. You register online with the Chamber of Commerce (KVK), finish the registration at a KVK appointment and pay a one-time registration fee. You do not need a notary or starting capital. We explain the registration and the current fee in the starting a business guide.
The catch is liability. Business.gov.nl states that you are personally liable for all business debts, and your private assets, including savings and your home, can be used to pay them.
What you get in return:
- Profit is taxed as income in box 1 of your personal income tax. There is no separate corporate tax and no separate salary to set up.
- If you meet the entrepreneur criteria, including at least 1,225 hours per year in the business, you can use the entrepreneur’s allowances, and after those the SME profit exemption may apply.
- You keep your records for at least 7 years, but the annual financial statements are used for your tax return and are not filed with KVK.
- Business.gov.nl gives an average of €500 to €1,000 a year for a bookkeeper or accountant if you outsource.
You can have only one eenmanszaak per person, but you can trade under several trade names.
3. VOF (general partnership)
A VOF is a partnership of two or more people who run a business together. Like the eenmanszaak, it has no minimum capital, and you do not need a notary. According to KVK, you register it in the Business Register (online form plus appointment) and also register the ultimate beneficial owners (UBOs) in the UBO register.
Liability is the key point: each partner is personally liable for all of the VOF’s debts, not only their own share. KVK also notes that a partner who joins later is liable for debts that arose before joining, and a partner who leaves remains liable for debts up to the departure.
A written partnership agreement (vennootschapscontract) is not mandatory, but KVK says it can help: it can set how profit is divided, what each partner contributes and who may sign for the company. Without one, every partner has full signing power.
4. BV (private limited company)
A BV is a separate legal entity. Business.gov.nl says the BV, rather than the managing director, is usually liable for its debts. That is the main reason people choose it, but it comes with more setup and more admin.
Setting up: a civil-law notary drafts the deed of incorporation, including the articles of association. Business.gov.nl gives the notary fee as €500 to €1,500, and notes that you do not need start-up capital (the minimum share capital is €0.01).
Limited liability has exceptions. The same source lists situations where you can still be personally liable: failing to perform your duties as director properly, acting for a BV that is not yet registered in the Business Register, and co-signing a BV loan that it cannot repay. Before the BV exists, you are personally liable for agreements made on its behalf.
How you are paid: you are an employee of your own BV and must pay yourself a market-level salary. If you hold at least 5% of the shares, the “customary salary” rule (gebruikelijkloonregeling) applies. Payroll tax is withheld from that salary as an advance on your box 1 income tax, and dividends are subject to dividend tax withheld by the BV.
Tax on profit: the BV pays corporate tax (vennootschapsbelasting). The Belastingdienst’s 2026 table lists 19% on the first €200,000 of taxable profit and 25.8% on the part above it. Rates can change, so check the current table.
Admin: the BV must file annual accounts with KVK, file a corporate tax return every year and run board checks before distributing profit. Business.gov.nl gives €600 to €1,800 a year for bookkeeping and accounting.
5. What about your partner?
With an eenmanszaak, your spouse or registered partner can also be affected. According to business.gov.nl, it depends on your situation: if you have a partnership agreement, your partner is not liable; with a prenuptial agreement it depends on its terms; if you married in community of property before 2018, your partner is liable; and if you married in limited community of property after 2018, your partner is liable only if you started the business after the marriage. Check your own marital property regime with a notary before you rely on this.
6. Starting small and switching later
Business.gov.nl says that in most cases the eenmanszaak offers more tax advantages than a BV when you are starting, which is why many founders begin as sole proprietors and convert later. KVK adds, on its VOF page, that a BV’s tax advantage over a VOF generally starts at a profit of around €100,000 per partner, and describes that as an indication, not a threshold.
Converting is a formal step. Because a BV has legal personality, it has to be done through a civil-law notary, who notifies KVK. For tax purposes the change is treated as ending the old business and starting a new one, so you may owe income tax on the discontinuation profit (stakingswinst), and you receive a new VAT number. Contracts must also be moved to the BV’s name. Business.gov.nl’s page on this topic was last checked on 27 January 2025, so confirm the current rules and ask an accountant what the switch would cost you before you start.
7. Five questions to decide
- How much could go wrong? If a mistake could leave you with debts larger than your savings, limited liability matters more.
- Are you alone? With partners, a VOF means each of you is liable for everything, so a written agreement is worth having.
- How much profit do you expect? At the start the eenmanszaak is usually the lighter tax option, and the BV only starts to pay off at higher profits.
- Can you handle the extra admin? A BV means a notary, annual accounts, a corporate tax return and a salary for yourself.
- Who else is affected? Check how your marital property regime treats business debts.
If you are unsure, talk to an accountant or notary before you register. The decision can be changed later, but not for free.
8. FAQ
Do I need a notary to start an eenmanszaak or a VOF?
No. Both are registered with KVK without a notary. A BV does need a notary, because the deed of incorporation must be drawn up by one.
Does a BV protect me completely?
No. Limited liability is the rule, but business.gov.nl lists exceptions, such as failing to perform your duties as director or personally co-signing a loan for the BV.
Which form is cheapest to start?
The eenmanszaak and the VOF, because they need no notary. For a BV, business.gov.nl gives the notary fee as €500 to €1,500, plus the KVK registration. Fees change, so check the current amounts.
Can I start as a sole proprietor and become a BV later?
Yes, through a notary, with possible tax consequences described in section 6.
🇳🇱 Dutch Corner
| Dutch | English |
|---|---|
| De eenmanszaak | Sole proprietorship |
| De vennootschap onder firma (VOF) | General partnership |
| De besloten vennootschap (BV) | Private limited company |
| De aansprakelijkheid | Liability |
| De notaris | Civil-law notary |
| De oprichtingsakte | Deed of incorporation |
| De aandeelhouder | Shareholder |
| De directeur-grootaandeelhouder (DGA) | Director with a substantial shareholding |
| De vennootschapsbelasting | Corporate tax |
| De jaarrekening | Annual accounts |
Sources
- Business.gov.nl: Sole proprietor in the Netherlands (liability, partner liability, tax, accounting costs)
- Business.gov.nl: Private limited company (BV) in the Netherlands (notary fee, liability exceptions, salary, tax, admin)
- Business.gov.nl: Changing your Dutch business structure (conversion through a notary, tax treatment)
- Business.gov.nl: Choose a legal structure (overview of legal forms)
- KVK: Vennootschap onder firma (general partnership, VOF) (liability, registration, partnership agreement, BV tax indication)
- Belastingdienst: Tarieven vennootschapsbelasting (2026 corporate tax rates)
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