BV vs eenmanszaak: when to incorporate (and when not to)

The two structures

In the Netherlands a solo entrepreneur usually starts as an eenmanszaak, the sole-proprietorship registered with the KVK and the standard vehicle for a ZZP'er (a self-employed person without staff). It is quick to register, cheap to run, and its profit is taxed directly in your personal income tax return. It is also, in practice, a structure for someone genuinely established in the Netherlands: KVK registration needs a Dutch business address and the Belastingdienst expects a resident taxpayer behind it, so it generally isn't a route open to founders based in the UK, China, Hong Kong or Turkey.

A besloten vennootschap (BV) is a private limited company, a separate legal person that owns its own assets and signs its own contracts. You own it through shares and, as an active founder, you are both its director and its shareholder: a directeur-grootaandeelhouder (DGA). Unlike an eenmanszaak, a BV can be formed and owned entirely remotely, which is why it's the practical vehicle for non-EU founders expanding into the EU. The choice between the two comes down to three things: liability, tax, and credibility. We'll take them in that order, then come back to why residency usually settles the question before any of them do.

Liability: the first reason

This is the cleanest difference, and for many founders it settles the question before tax even comes up. An eenmanszaak is not a separate legal person. There is no line between you and the business: if it owes money it cannot pay, creditors can come for your personal assets, your savings, in some cases your home.

A BV is a separate legal person. In principle your exposure is limited to the capital you put in, and a claim against the trading company stays with the company. That protection is not absolute; a director can still be personally liable for clear mismanagement, for unpaid taxes, or for failing to file the annual accounts on time under Dutch company law (see the director liability guide), but it changes your default position from fully exposed to limited.

If your work carries real downside (signed contracts with penalties, product liability, employees, inventory, large supplier credit), the liability argument alone can justify a BV well before the tax maths does, and it's a common reason e-commerce sellers and importers choose one from the start.

How each is taxed

The eenmanszaak and the BV sit in completely different parts of the tax system, and that is the heart of the comparison. It assumes a Dutch resident owner behind the eenmanszaak; the figures below still matter if you have a Dutch-resident co-founder, but for a wholly non-resident structure the practical answer is the BV (see the cost of running each).

Eenmanszaak. Profit is taxed in box 1 as personal income, at progressive rates up to about 49.5% in 2026 (check the current figures). But a sole trader gets reliefs a BV's DGA does not: the self-employed deduction (zelfstandigenaftrek), a starter's deduction in the early years, and the SME profit exemption (mkb-winstvrijstelling), which exempts a slice of profit from tax. Those reliefs make low and middling profits markedly cheaper as an eenmanszaak. Note the zelfstandigenaftrek has been reducing year on year and the box 1 rates are indexed (check the current figures).

BV. The company first pays corporate income tax (vennootschapsbelasting, Vpb) on its profit at 19% on the first €200,000 and 25.8% above. Then you, the DGA, must draw a customary salary of at least €58,000 in 2026 under the gebruikelijk loon rule, taxed in box 1; that salary is deductible against the company's profit. Any remaining cash can be paid out as a dividend, taxed in box 2 at roughly 24.5% up to about €67,000 and 31% above. The full picture is in the Dutch BV tax 2026 guide and the DGA salary guide.

The tax break-even

Because the eenmanszaak keeps its entrepreneur reliefs and the BV carries the fixed weight of a €58,000 customary salary plus running costs, the eenmanszaak wins on tax at lower profit and the BV catches up as profit rises. The crossover, the point where the BV's total tax bill stops being worse than the eenmanszaak's, is often put at somewhere between €90,000 and €120,000 of annual profit, though that's one rule of thumb rather than a fixed figure.

Where you land inside that range depends on how much cash you actually need to take out personally, whether you can leave profit in the company to be taxed only at the lower Vpb rate, and how the indexed reliefs and brackets move each year. The single biggest swing factor is the dividend decision: a BV is most efficient when you take the €58,000 salary and leave surplus profit inside the company (taxed only at Vpb) rather than distributing all of it. An eenmanszaak has no such deferral; every euro of profit is taxed personally in the year it is earned.

A worked comparison (illustrative)

Take a founder with €70,000 of profit. As an eenmanszaak, after the self-employed deduction and the SME profit exemption, only part of that profit is taxed, and at box 1 rates, so the effective bill is comparatively low. As a BV, the same €70,000 barely covers the €58,000 customary salary plus the company's running costs, leaving little to distribute efficiently, and the entrepreneur reliefs are gone. Here the eenmanszaak is clearly cheaper, on tax alone, for someone able to use one.

Now take €150,000 of profit. As an eenmanszaak the whole amount is taxed personally, much of it at the top box 1 rate. As a BV you can draw the €58,000 salary, leave a large slice of the rest inside the company at 19% Vpb, and distribute dividends in box 2 only as you need the cash, often a materially lower combined burden, with the added benefit of limited liability. Here the BV pulls ahead.

These are illustrative directions of travel, not a tax computation; the exact figures depend on your reliefs, drawings, and the current-year brackets (verify before acting). The pattern, though, is reliable: low profit favours the eenmanszaak where one is available to you, high profit favours the BV, and the switch tends to land in the range set out above for most Dutch-resident sole traders.

Credibility, access, and structure

Tax and liability are the measurable reasons. Credibility is the one founders underrate. A BV reads as a "real" company: larger clients, especially corporates and the public sector, are more comfortable contracting with a BV than an individual, and some procurement processes effectively require it. The "BV" suffix signals permanence in a way an eenmanszaak does not.

A BV is also the only sensible vehicle if you want to:

• Take on a co-founder. Shares can be split and issued; an eenmanszaak has nothing to give away.
• Raise investment or grant an option pool. Both need shares, so both need a BV.
• Build value to sell. Selling shares in a BV, often held through a personal holding company, can qualify for tax-free proceeds under the participation exemption (broadly, for holdings of 5% or more).
• Set up from outside the EU. A BV can be formed and owned entirely remotely; an eenmanszaak generally requires Dutch residency. This is usually the deciding factor for founders in the UK, China, Hong Kong and Turkey. See our guide for non-EU founders.

The cost of running each

An eenmanszaak is cheap to run: KVK registration, a modest bookkeeping cost, and your own income tax return. A BV carries more overhead: a Dutch business address (which you arrange yourself before we begin; Dutch law doesn't allow us to be involved in it, and cost varies), bookkeeping and a corporate tax return, an annual jaarrekening filed at the KVK, and payroll for the DGA salary. You arrange these with an accountant.

That running cost is part of why the break-even sits where it does: the BV has to earn back its overhead before its tax advantages bite. Forming the BV itself is a one-off, fixed package price: €1,295 ex VAT for an individual shareholder, €1,495 ex VAT for multiple shareholders, or €2,495 ex VAT where a company holds the shares, with the notary's fees and the KVK registration fee already included. If you're importing into the EU, Article 23 support, which defers import VAT to your VAT return, is a separate €995 ex VAT add-on to any package. See pricing for what each package covers.

When to switch (or start as a BV)

Incorporate, or start as a BV from day one, when one or more of these is true:

• Annual profit is comfortably above the break-even range covered above and you can leave some of it in the company.
• Your work carries real liability (contracts, products, staff, large credit exposure).
• You expect a co-founder, outside investment, or an eventual sale.
• Larger clients need to contract with a company rather than an individual.
• You're based outside the EU and can't practically register an eenmanszaak.

If you already trade as a Dutch eenmanszaak, you do not lose your history by switching: you incorporate a BV and contribute the existing business into it, commonly using a facility that defers the tax on built-up goodwill and reserves where the conditions are met. It needs an accountant and a notary, but it is a routine, well-trodden path.

When to stay an eenmanszaak

This section is really for Dutch residents weighing up their own options; if you're not resident in the Netherlands, an eenmanszaak generally isn't available to you regardless of profit, so the BV is your route in either case. For a Dutch-resident sole trader, though, it's worth being honest about the other direction too: stay an eenmanszaak for now if your profit is modest and likely to remain so, if your liability risk is genuinely low (a solo service business with no products or staff), and if you value the entrepreneur reliefs and the minimal admin more than limited liability. There is no prize for incorporating early, and a BV you cannot yet justify just adds cost and paperwork.

This guide is general information, not tax or legal advice. Rules and rates change; check the current position and get advice on your own situation before acting.

FAQ