What is BV (Besloten Vennootschap)?
A Besloten Vennootschap (BV) is a Dutch private limited company, the most common corporate structure for entrepreneurs, SMEs, and foreign investors setting up in the Netherlands. Since the 2012 Flex-BV law, minimum share capital is EUR 0.01. The BV is a separate legal entity; its shareholders have limited liability. Shares are not publicly tradeable.
Current Rate (Calendar year (most BVs); financial year can differ if stated in articles)
VPB: 19% first EUR 200,000; 25.8% above
Example
A Dutch software founder incorporates a BV with EUR 1 share capital, registers it at the KvK, receives an 8-digit KvK number, and begins trading. The BV files its own VPB return and pays DGA salary of at least EUR 56,000/year to the founder.
How BV (Besloten Vennootschap) works in Netherlands
The Besloten Vennootschap (BV) is the default choice for almost every Dutch entrepreneur with serious business intentions. It is roughly equivalent to a UK Limited Company, a German GmbH, or a French SARL.
**Formation**
BV formation requires a notarial deed (oprichtingsakte) executed before a Dutch civil-law notary (notaris). The deed incorporates the company's articles of association (statuten). Since the 2012 Flex-BV reform, formalities were dramatically simplified: - Minimum capital: EUR 0.01 (effectively zero) - No bank certificate required to prove capital deposit - One shareholder and one director are sufficient (and can be the same person) - Formation typically takes 1-5 business days once the notary has verified identity documents
From approximately 2024/2025, the Netherlands is rolling out digital BV incorporation (SLIM BV / online notarisering) allowing faster formation for straightforward cases.
**KvK registration**
Within one week of formation, the BV must register with the Kamer van Koophandel (KvK). The KvK issues an 8-digit KvK number, the primary identifier for the company in commercial dealings. The registration appears in the publicly searchable Handelsregister.
**Governance**
The BV has a board of directors (bestuur) and may have a supervisory board (raad van commissarissen) for larger companies. A sole director is common in SME BVs. The general meeting of shareholders (AVA) approves annual accounts, appoints/removes directors, and makes major decisions as set out in the statuten.
**Liability protection**
Shareholders are not personally liable for BV debts beyond their share capital contribution. Directors can be personally liable only if they act with obvious mismanagement (kennelijk onbehoorlijk bestuur) or fail to file on time.
**Tax position**
The BV pays VPB on its profits. The director/shareholder (DGA) must receive at least the customary wage (gebruikelijk loon, EUR 56,000 in 2025). Remaining profits can be distributed as dividend (subject to 15% dividend withholding tax and 24.5%/31% Box 2 income tax). Annual accounts must be deposited at the KvK within the statutory deadline.
Related terms
A DGA (Directeur-Grootaandeelhouder) is a company director who holds a substantial interest of at least 5% in that company's shares. Most Dutch BV founders are DGAs. The DGA must receive a customary wage (gebruikelijk loon) from the BV of at least EUR 56,000 per year in 2025, ensuring wage tax is paid before profits are distributed as dividends.
The Kamer van Koophandel (KvK) is the Dutch Chamber of Commerce, which maintains the Handelsregister (commercial register). Every business in the Netherlands must register with the KvK within one week of starting operations. The KvK issues an 8-digit KvK number, which is the primary commercial identifier for the business.
Vennootschapsbelasting (VPB) is Dutch corporate income tax. The rate is 19% on the first EUR 200,000 of taxable profit and 25.8% above that threshold. BVs, NVs, and most other Dutch legal entities are subject to VPB. The annual return (aangifte vpb) is filed with the Belastingdienst within 5 months of the financial year-end.
Box 2 is the Dutch income tax category for substantial interest income. It applies when a person holds at least 5% of the shares in a company. Dividends and capital gains from those shares are taxed at 24.5% on the first EUR 67,804 per person and 31% above that (2025). The threshold is per individual, not per company.
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