An eenmanszaak (sole trader, the ZZP vehicle) is simplest and most tax-efficient at lower profit, but you are personally liable for its debts. A BV gives limited liability and more credibility, and becomes more tax-efficient once profit is high. The tax break-even commonly lands around €90,000–€120,000 of annual profit once you factor the €58,000 DGA salary and corporate tax against box 1 income tax with the self-employed deduction.
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.
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). The choice between the two comes down to three things: liability, tax, and credibility. We will take them in that order.
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.
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.
Eenmanszaak. Profit is taxed in box 1 as personal income, at progressive rates running from roughly 36.97% up to about 49.5% in 2026 (verify the current brackets). 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 (verify 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.
| Feature | Eenmanszaak | BV |
|---|---|---|
| Legal person | No, you are the business | Yes, separate entity |
| Liability | Personal, unlimited | Limited (with exceptions) |
| Profit taxed in | Box 1 (personal) | Vpb, then box 1 salary + box 2 dividend |
| Entrepreneur reliefs | Zelfstandigenaftrek, mkb-vrijstelling | None for the DGA |
| Mandatory salary | None | €58,000 customary salary (2026) |
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, commonly sits somewhere in the region of €90,000 to €120,000 of annual profit.
That is a range, not a magic number, and where you land inside it 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.
Want your own number rather than a rule of thumb? The cost calculator turns your profit and drawings into a side-by-side figure.
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.
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, high profit favours the BV, and the switch sits in that €90,000–€120,000 band for most people.
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, ideally with a Holding on top.
- Build value to sell. A trading BV under a personal Holding lets you sell the business and take the proceeds up tax-free under the participation exemption (for holdings of ≥5%).
- Operate as a non-resident. A BV can be formed remotely and owned from anywhere; an eenmanszaak is tied to you personally and expects genuine Dutch establishment. See the non-resident guide.
The cost of running each
An eenmanszaak is cheap: KvK registration, a modest bookkeeping cost, and your own income tax return. A BV carries more overhead, notary formation, a corporate tax (Vpb) return, an annual jaarrekening filed at the KvK, payroll for the DGA salary, and a registered office. For a simple BV, plan for roughly €2,500–€4,000 a year all-in (our Rotterdam registered office is €69/month including mail scanning, and DGA payroll runs €45/month plus a €120 setup).
That running cost is exactly 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 €1,295 all-in, BTW included (or €1,895 with Article 23, €2,495 for a Holding + Operating pair). See pricing for what each package covers.
Not sure which fits? We will tell you honestly if an eenmanszaak is still the better call. Talk to us →
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 roughly €100,000 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 are a non-resident founder and cannot practically run an eenmanszaak.
If you already trade as an 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
Be 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. A BV is also much cheaper to add before value builds than after, so waiting until the numbers clearly favour it is a perfectly sound plan.
FAQ
There is no single number, but the tax break-even commonly lands somewhere around €90,000 to €120,000 of annual profit once you factor in the €58,000 DGA salary, corporate tax, and the loss of the self-employed deduction. Below that, an eenmanszaak is usually cheaper; above it, the BV pulls ahead, and liability or credibility reasons can justify switching earlier.
No. An eenmanszaak is not a separate legal person, so you are personally liable for the business's debts with your own assets. A BV is a separate legal entity, so in principle your liability is limited to what you put in, subject to director-liability rules for misconduct or late filings.
Yes. You can incorporate a BV and contribute the existing business into it, often using a facility that defers the tax on the built-up goodwill and reserves where conditions are met (commonly a geruisloze or ruisende inbreng). It needs an accountant and a notary, so it is more involved than starting fresh, but it is routine.
Yes. The self-employed deduction (zelfstandigenaftrek) and the starter and SME profit exemptions apply to box 1 entrepreneurs, not to a BV's director-shareholder. That lost relief is one of the main reasons the break-even sits high rather than at a low profit level. The self-employed deduction has also been reducing year on year (verify the current figure).
Almost always. Shares in a BV can be issued, split, and sold; an eenmanszaak has no shares to give away. If you expect a co-founder, an option pool, or outside investment, a BV (ideally with a Holding on top) is the right vehicle from the start.
It is far harder than a BV. An eenmanszaak ties the business to you personally and usually expects genuine Dutch establishment, whereas a BV can be formed remotely and owned from anywhere. For most international founders the BV is the practical route.
Past the break-even, or want the liability protection now? We form your BV for €1,295 all-in. See what's included →