Netherlands Starting a Business Guide
starting a business in the Netherlands — choosing your legal form (BV, eenmanszaak, VOF, CV, coöperatie), registering with KvK (Kamer van Koophandel) and Belastingdienst, obtaining BTW number, opening a Dutch business bank account, legal form comparison for tax and liability, and first-year compliance obligations.
Eenmanszaak (Sole Proprietorship)
- Personal liability: Unlimited — personal assets are at risk for business debts.
- Taxation: Business profit (winst) is taxed in box 1 of personal income tax at progressive rates up to 49.5%. Eligible for self-employed deductions: zelfstandigenaftrek (~€7,280, phasing down), startersaftrek (~€2,470 for first 3 years), and MKB-winstvrijstelling (12.7% of profit exempt). The effective tax rate on a sole proprietor's profit can be significantly lower than on a BV director's salary due to these deductions.
- Registration: Register with KvK (€75 one-time fee). The KvK automatically notifies the Belastingdienst. A BTW number is issued within 2 weeks.
- Suitability: Best for freelancers (zzp'ers), consultants, small shop owners, and tradespeople with low capital requirements. Simple administration — no annual accounts filing requirement (but must keep records for 7 years).
BV (Besloten Vennootschap — Private Limited Company)
- Limited liability: Shareholders are not personally liable for company debts (except in cases of mismanagement or fraud). Directors may be liable under bestuurdersaansprakelijkheid for certain tax debts (omzetbelasting, loonheffing).
- Taxation: Corporate tax (vennootschapsbelasting) at 19% on the first €200,000 profit and 25.8% above that (2026). Dividend distributions to shareholders are subject to box 2 tax at 24.5–31% and dividend withholding tax at 15% (creditable). The DGA (director-major shareholder) must pay themselves a minimum salary (gebruikelijk loon of at least ~€56,000 in 2026).
- Registration: Requires a notarial deed (notariële akte) executed by a Dutch civil-law notary. Minimum capital: €0.01 (no minimum capital requirement since 2012). The notary registers the BV with KvK and the Belastingdienst. Registration takes 1–3 weeks and costs approximately €500–€2,000 in notary fees.
- Suitability: Best for businesses with liability risk, significant capital investment, multiple shareholders, international operations, or plans to attract external investment. Higher administrative costs (annual accounts filing with KvK, possible audit requirement).
Other Legal Forms
- VOF (Vennootschap Onder Firma — General Partnership): Two or more partners sharing profits/losses. Unlimited liability. Tax transparent — each partner reports their share in box 1 (eligible for zelfstandigenaftrek if they meet the urencriterium). Simple registration at KvK.
- CV (Commanditaire Vennootschap — Limited Partnership): Similar to VOF but with silent partners (commanditaire vennoten) whose liability is limited to their capital contribution. Used for investment funds and real estate projects. Tax transparent.
- Coöperatie (Cooperative): Member-based entity used by freelancers (coöperatie van zzp'ers) for collective purchasing and service delivery. Taxed as a corporate entity (25.8% corporate tax) but membership distributions may be exempt from dividend withholding tax in certain circumstances (ledenverhouding test).
- Stichting (Foundation): Non-profit entity with no members or shareholders. Used for charitable, cultural, and administrative purposes. Taxed at 25.8% corporate tax on business income; exempt for non-commercial activities (subject to ANBI status).
Registration Process
- KvK registration (Handelsregister): All businesses must register in the Dutch Commercial Register (Handelsregister) at the KvK. Registration can be done online (via eHerkenning) or in person at a KvK office. You need a valid ID, proof of address (Dutch or foreign), and details of the business activity. The registration fee is approximately €75 one-time. The KvK issues an RSIN (Rechtspersonen en Samenwerkingsverbanden Identificatienummer) for legal entities, or uses your BSN for sole proprietors.
- Belastingdienst notification: The KvK automatically notifies the Belastingdienst of your registration. Within 2 weeks, you will receive: a BTW number (omzetbelastingnummer) for VAT purposes, a BTW-ID for cross-border transactions (format: NLxxxxxxxBxx), and a loonheffingennummer if you will have employees. Sole proprietors are issued a BTW-nummer linked to their BSN (personlijk BTW-nummer, privacy concerns led to the introduction of a separate BTW-ID from 2021).
- Business bank account: A Dutch business bank account (zakelijke rekening) is not legally required for sole proprietors but is strongly recommended. BVs are legally required to have a separate bank account in the company's name. Major Dutch business banks: ING, ABN AMRO, Rabobank, bunq (digital), Knab. Opening requires KvK registration, proof of identity, and (for BVs) the notarial deed and UBO register excerpt.
- UBO register (Uiteindelijk Belangelijke UBO): All legal entities (BVs, VOFs, CVs, stichtingen, coöperaties) must register their Ultimate Beneficial Owners (UBOs) in the Dutch UBO register. UBOs are individuals who directly or indirectly own 25%+ of shares or control the entity. The register is not publicly accessible (per the 2022 CJEU ruling suspending public access for Dutch entities, but registration with KvK is still required for AML purposes).
Tax Registration and Obligations
- VAT (BTW) registration: All businesses supplying goods or services in the Netherlands must register for BTW. The threshold for mandatory registration is €0 — there is no small business exemption for VAT (the Netherlands had a small business scheme (KOR) but it requires active election). VAT returns are filed quarterly (or monthly upon request). See our VAT/BTW Guide →.
- Profit tax (winstbelasting): Sole proprietors pay tax on business profit via their personal income tax return (box 1). BVs file a separate corporate tax return (vennootschapsbelasting). Provisional assessments (voorlopige aanslagen) should be requested for significant tax liabilities to avoid interest charges.
- Payroll tax (loonheffing): If you hire employees (or yourself as DGA of a BV), you must register for loonheffing (payroll tax) and file monthly payroll returns. The payroll tax includes income tax withholding, social security contributions (AOW, WW, WIA, ZVW), and the employee insurance contributions.
- Record keeping: All businesses must keep records for 7 years (10 years for real estate). Records include: invoices (incoming and outgoing), bank statements, contracts, inventory records, and (for BVs) annual accounts. Digital records are accepted. The Belastingdienst may conduct audits (boekenonderzoek) — common triggers include: significant losses, large deductions, inconsistent profit margins, and cross-border transactions.
Comparison Table: Eenmanszaak vs BV
| Factor | Eenmanszaak | BV |
|---|---|---|
| Liability | Unlimited | Limited to share capital |
| Initial cost | €75 (KvK) | €500–€2,000 (notary) |
| Top tax rate on profit | ~35–40% effective (after credits) | 19% (first €200K) + 24.5–31% on distribution |
| Retained profit | Taxed in year earned (box 1) | Stays in company at 19–25.8% |
| Pension/insurance | Self-arranged (no DGA salary) | DGA salary builds AOW/state pension |
| Annual accounts | Not required to file | Must file with KvK (public) |
| Investor readiness | Low — no share structure | High — shares/investment rounds |
The choice between eenmanszaak and BV depends on expected profit levels, liability risk, and long-term plans. As a rule of thumb, once annual profit exceeds approximately €100,000–€150,000 and the business has liability risk, a BV becomes more advantageous despite the higher administrative cost. Many entrepreneurs start as eenmanszaak and convert to BV later (inbreng in BV — business transfer to a BV, which may be tax-free under the geruisloze inbreng rules).
For corporate tax on BVs, including the participation exemption and innovation box, see our Corporate Tax Guide →. For VAT registration and compliance for new businesses, see our VAT/BTW Guide →.