Should I operate as a BV or eenmanszaak in the Netherlands?
The choice between a BV and an eenmanszaak in the Netherlands depends primarily on profit level, liability exposure, and the DGA salary requirement. Incorporating as a BV generally becomes tax-efficient above approximately EUR 100,000 to EUR 150,000 annual profit, but liability protection and investor readiness may justify it earlier.
Detailed Explanation
## BV vs Eenmanszaak — The Netherlands Decision Guide
Every Dutch entrepreneur faces this structure question. The eenmanszaak is simple and cheap to run; the BV offers limited liability and potential tax efficiency at higher profit levels.
### Eenmanszaak (Sole Trader / ZZP)
The eenmanszaak is a business in the owner's personal name with no legal separation between the owner and the business.
Taxation
All business profit is personal income taxed in Box 1 (work and income). Box 1 rates in 2025 are progressive: 35.82% up to EUR 38,441 and 49.5% above that. However, sole traders benefit from significant deductions: - **Zelfstandigenaftrek**: EUR 2,470 (2025) annual deduction from profit - **MKB winstvrijstelling**: 12.7% of profit after the zelfstandigenaftrek is exempt from income tax - **Startersaftrek**: extra EUR 2,123 per year for the first 3 years
Liability
The owner is personally liable for all business debts. Creditors can pursue the owner's personal assets.
Costs
No notary required, no minimum capital. Minimal annual compliance overhead.
### BV (Besloten Vennootschap)
The BV is a separate legal entity. The owner becomes a director-shareholder (DGA).
Taxation
- Corporate profit is taxed at VPB rates: 19% on first EUR 200,000, 25.8% above - The DGA must pay themselves a minimum salary (gebruikelijk loon: EUR 56,000 in 2025, or the market rate if higher) - Dividends paid from the BV to the DGA are taxed in Box 2 at 24.5% on first EUR 67,804 and 33% above that (2025 rates) - Effective combined tax rate (VPB + Box 2) on profit distributed as dividend: approximately 43 to 47% depending on profit level
Liability
Limited liability — the owner's personal assets are generally protected (subject to exceptions: fraudulent trading, unpaid payroll taxes, failure to file accounts on time).
Setup costs
Notary required (approximately EUR 500 to EUR 1,500). Annual administration costs higher: accountant fees, VPB return, payroll, annual accounts filing at KvK.
### When Does the BV Become Tax-Efficient?
The standard analysis compares the combined effective tax rate on profit left in the BV versus taking it all as eenmanszaak income. The BV becomes efficient when retained profits benefit from the 19%/25.8% VPB rate versus the 49.5% Box 1 peak rate.
If you retain and reinvest profit in the company, the BV is better above approximately EUR 100,000 to EUR 150,000 of annual taxable profit. If you need to distribute all profit immediately as salary or dividend, the combined VPB + Box 2 rate may be similar to or slightly higher than the effective ZZP rate including MKB winstvrijstelling.
### The DGA Salary Requirement (Gebruikelijk Loon)
Once you form a BV and become a DGA, the Belastingdienst requires you to pay yourself a minimum salary. The gebruikelijk loon minimum is EUR 56,000 gross per year in 2025. This salary is taxed at Box 1 rates, subject to loonheffingen, and is a deductible expense for the BV.
The EUR 56,000 requirement means a BV with low profits may have a tax disadvantage — you are forced to extract income as taxable salary even if you would prefer to leave it in the company.
### Key Non-Tax Factors
Liability protection
If your business involves contracts with significant liability risk or significant assets, a BV protects your personal wealth.
Investment readiness
Investors and VCs generally require a BV structure to hold equity stakes. An eenmanszaak cannot issue shares.
Credibility
Larger corporate clients sometimes prefer to contract with a BV.
Succession and sale
A BV is easier to sell as a going concern or pass on.
Source: https://www.belastingdienst.nl/wps/wcm/connect/bldcontentnl/belastingdienst/zakelijk/winst/vennootschapsbelasting/
Real-World Examples
Consultant earning EUR 80,000
At EUR 80,000 profit, the eenmanszaak (with MKB winstvrijstelling and zelfstandigenaftrek) produces a lower effective total tax rate than a BV where the DGA must take EUR 56,000 salary. The eenmanszaak wins here unless liability protection is the priority.
Software company retaining EUR 250,000
A software BV earns EUR 250,000 and retains EUR 130,000 for reinvestment after paying the EUR 56,000 DGA salary. VPB on retained profit: (EUR 194,000 x 19%) + (EUR 56,000 x 25.8%) = approximately EUR 51,400. If this profit had been ZZP income, Box 1 tax would be approximately EUR 90,000. The BV structure saves EUR 38,600 on retained profits.
Creative freelancer with EUR 40,000 turnover
A freelance designer earning EUR 40,000 net profit stays as eenmanszaak. After zelfstandigenaftrek and MKB winstvrijstelling, taxable income is approximately EUR 32,764. A BV at this level would incur notary costs, higher accounting fees, and the mandatory EUR 56,000 salary creates an immediate structural problem.
Common Mistakes to Avoid
- Incorporating as a BV before profit is sufficient to cover the EUR 56,000 mandatory DGA salary — the salary must come from somewhere, and a low-profit BV creates a structural problem
- Assuming a BV is always more tax-efficient — for profits below EUR 100,000 to EUR 150,000 with no retention, the combined VPB + Box 2 rate often exceeds the effective ZZP rate
- Forgetting that the DGA salary is subject to full loonheffingen including social insurance contributions, adding to the employment cost even for the sole director
- Not considering non-tax factors like liability protection — a BV may be worth its overhead purely for the personal asset protection it provides in high-risk professions
Frequently Asked Questions
What is the minimum capital requirement for a Dutch BV?
Since 2012, the Dutch BV has no minimum capital requirement (the EUR 18,000 minimum was abolished). A BV can be incorporated with EUR 1 of share capital. A notary is still required for incorporation.
Can I convert my eenmanszaak to a BV?
Yes. The standard route is a geruisloze inbreng (silent contribution) which transfers the eenmanszaak into a new BV with tax rollover relief, deferring the capital gains tax that would otherwise arise on the transfer. This requires a notary and an accountant to structure correctly.
How are dividends from a BV taxed for the DGA?
Dividends are taxed in Box 2. The 2025 Box 2 rates are 24.5% on dividends up to EUR 67,804 and 33% on dividends above that. A 15% dividend withholding tax (dividendbelasting) is withheld at source and credited against the Box 2 liability in the personal tax return.
Does an eenmanszaak need to file accounts with the KvK?
No. Eenmanszaken are not required to deposit annual accounts at the KvK. Only legal entities (BVs, NVs, cooperatives, etc.) have a statutory accounts filing obligation. This is a significant administrative advantage of the eenmanszaak.
Can I have a BV and still be a ZZP for some income?
Not simultaneously in the same activity. If you operate a BV, your economic activity flows through the BV. However, you can have a BV for your main activity and a separate eenmanszaak for genuinely separate activities — though this requires careful separation of contracts and invoicing.
Practical Tips
- Model your actual tax position before incorporating — have your accountant calculate the effective tax rate under both structures at your current and projected profit levels
- Do not incorporate purely to reduce tax if your profit is below EUR 100,000 — the fixed costs of a BV (accountant, notary, KvK, payroll software) may exceed the tax saving
- If you incorporate, apply for the geruisloze inbreng (rollover contribution) to avoid immediate capital gains tax on the transfer of your eenmanszaak assets
- Review the decision annually — as profit grows and the BV becomes more advantageous, the right time to incorporate shifts. Most ZZP entrepreneurs find EUR 100,000 to EUR 150,000 profit is the tipping point.
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