Your profit is growing, or a partner wants to put money into your business. Then you start to wonder what a bv would bring you, and what it would cost. A private limited company (besloten vennootschap) separates your private money from the business and has its own tax rate on profit, but you also pay for it: at the start, every year and in the form of rules.
Below, the advantages and disadvantages of a bv sit side by side, with the amounts and rates the Dutch Tax Administration (Belastingdienst) gives for 2026. What a bv is exactly and how to set one up is covered in our article on the bv; the comparison with a sole proprietorship (eenmanszaak) is in a separate article.
In short:
- Less private risk: for debts, the bv is usually liable, not you as director. There are exceptions.
- Tax on profit: in 2026 the bv pays 19% corporate income tax up to €200,000 of profit and 25.8% above that. You only pay box 2 tax on, for example, a dividend payment or the sale of your shares.
- Room for investors: with shares you can attract money, and you do not need much starting capital: according to Ondernemersplein you deposit at least 1 euro cent.
- The price: a notary for the incorporation, as dga in 2026 normally a customary salary of at least €58,000, mandatory annual accounts and a balance sheet that is public.
- Who it suits: according to the KVK mainly with high profit, high risk or when you need investors.
The advantages of a bv
The advantages of a bv that the KVK and Ondernemersplein name come down to four points: your private assets run less risk, profit is taxed differently, you can work with shares and you can start with very little capital. How much each point weighs depends on your profit, your risks and your plans.
Less private risk for debts
A bv is a legal entity: the company has its own rights and obligations. According to Ondernemersplein, the bv itself usually answers for debts, not the director as a person. Creditors then usually have no claim on your private money. That is different from a sole proprietorship, where you answer for the debts of your business with your own assets; according to the KVK, with a marriage or registered partnership in community of property, creditors can also claim your partner’s possessions. If a bv cannot pay, the bv can go bankrupt; your own money then in principle stays out of reach, although what you put into the bv can be lost.
That protection is not complete. Ondernemersplein lists these exceptions: you did not do your job as director properly, the bv is not yet in the Business Register, or you co-signed privately for a loan the bv cannot repay. According to the KVK, you are also personally liable for agreements you make on behalf of a bv in formation.
Tax advantages with higher profit
The bv pays corporate income tax (vennootschapsbelasting) on its profit. According to the Belastingdienst, in 2026 that is 19% up to and including €200,000 of taxable profit and 25.8% on the part above that. What remains after that tax can stay in the bv as a reserve or equity. As long as you do not pay out the profit, you pay no income tax on it privately yet.
If the bv does pay out dividend, it withholds 15% dividend tax. With a substantial interest, at least 5% of the shares, you then pay income tax in box 2: in 2026 24.5% up to €68,843 and 31% above that. You may offset the dividend tax withheld against it. That is why the KVK says you may pay less tax with a bv if you make a lot of profit. So the tax advantages of a bv mainly apply when there is enough profit to leave in the bv.
How a sole proprietorship compares
To weigh those tax advantages, the comparison with income tax helps. With a sole proprietorship the profit falls in box 1, in 2026 at 35.75% up to €38,883, 37.56% up to €78,426 and 49.50% above that. On the other hand, there are deductions: the self-employed deduction (zelfstandigenaftrek) is €1,200 in 2026 (still €2,470 in 2025) if you meet the hours criterion and have not yet reached state pension age, and the SME profit exemption (mkb-winstvrijstelling) is 12.7% of the profit after the entrepreneur’s deduction. According to the Belastingdienst, the benefit of both is calculated at 37.56% in 2026. Which form is more favourable for your profit is in our article on choosing between a sole proprietorship and a bv.
Shares and investors
A bv’s capital is divided into shares. According to Ondernemersplein, you can also use them to attract investors: whoever puts money into the company gets shares in return. At the start you decide how many and which shares you issue, for example shares with a right to profit and voting rights, or shares with only a right to profit. That way a partner or investor can share in the profit without sharing all control. The general meeting of shareholders decides on a profit distribution; the shareholders with a right to profit then receive dividend. With a second bv as a holding company you can also spread risks, according to the KVK.
Starting with minimal capital
For a bv you do not have to bring in a large amount. According to Ondernemersplein, depositing 1 euro cent at incorporation is enough. You may also bring in goods instead of money; they are valued in money and become the bv’s property. You set up the bv at the notary, in person or digitally, and the notary registers the company with the KVK. Staff are hired by the bv too: the bv is the employer and pays the payroll taxes and social security contributions.
The disadvantages of a bv
The advantages come with costs and rules that a sole proprietorship does not have, or has in a lighter form. These are the main disadvantages of a bv, according to the KVK, Ondernemersplein, the Belastingdienst and the Dutch Civil Code:
Paying out profit is bound by rules too. According to Ondernemersplein, the board first has to check whether enough money remains next to the mandatory reserves, and whether the bv can still pay its debts afterwards. If the board approves a distribution that is not allowed, it can be held personally liable for the shortfall.
What a bv costs to set up
Ondernemersplein names three cost items at the start: notary fees of on average €500 to €1,500, €85.15 registration fee at the KVK and the costs of keeping records. On top of that come the annual documents every year, and if you outsource the bookkeeping, you also pay the bookkeeper or accountant. With a sole proprietorship there is no notary and no mandatory annual accounts.
The customary salary of the dga
If you hold at least 5% of the shares and work for your bv, the customary salary scheme (gebruikelijkloonregeling) applies. The Belastingdienst looks at three amounts and takes the highest: what you would earn in the most comparable salaried job, what the best-paid employee of the bv or an affiliated company earns, and €58,000 in 2026. If it is usual for others to earn less for comparable work and you can make that plausible, the salary is set at that lower amount. If your customary salary is €5,000 or less and you can prove it, you report the salary you received. You pay payroll taxes on that salary, and it lowers the profit of the bv.
Insurance and pension as dga
Your social security changes too. As dga you can be compulsorily insured for the employee insurances, according to Ondernemersplein, just like other employees. That does not apply if, for example, you alone or with your life partner hold so many shares that you cannot be dismissed against your will; then you can insure yourself as self-employed. In a number of professions and sectors, taking part in a pension scheme is also mandatory for entrepreneurs. On top of that, you can arrange a supplementary pension yourself, for example with an annuity insurance or by saving.
Advantages and disadvantages of a bv at a glance
Side by side, almost every advantage of a bv turns out to have a price. The amounts in the overview apply to 2026; rates and thresholds can change every year.
| Topic | Advantage | Disadvantage |
|---|---|---|
| Liability | For debts, the bv is usually liable, not your private assets | Not with poor management, before registration or if you co-sign privately |
| Tax | Corporate income tax 19% up to €200,000 of profit (2026) | Box 2 on dividend: 24.5%, and 31% above €68,843 (2026) |
| Own salary | Profit can stay in the bv until you pay it out | Customary salary normally at least €58,000 (2026) |
| Raising money | Investors through shares | Shares first offered to co-shareholders, unless the articles say otherwise |
| Starting | At least 1 euro cent starting capital, also in kind | Notary fees, on average €500 to €1,500 |
| Administration | You may do it yourself or outsource it | Mandatory annual accounts, balance sheet public at the KVK |
Read the middle column as what a bv brings and the right-hand column as what you pay for it. The larger your profit and your risks, the more the advantages weigh; the annual duties, such as the annual accounts and the customary salary, remain even in a year with little profit.
Why a bv: who it pays off for
Why choose a bv when a sole proprietorship is simpler? On its page about choosing between a sole proprietorship and a bv, the KVK names a few situations in which a bv can be useful. If you make a lot of profit, a bv can have advantages, because above a certain amount you pay less tax than with a sole proprietorship. If you run a lot of risk, for example in large projects with a lot of money at stake, a bv may be the wiser choice. And if you need investors, you can offer them shares. Whether a bv is useful for you can also be calculated with the KVK’s calculation tool on its site.
Conversely, while profit is low, a bv brings little. According to the KVK, entrepreneurs therefore often choose a sole proprietorship at the start of their business, because they usually do not make much profit at first. The customary salary plays a part: if the profit is not high enough for that salary, little remains in the bv. If limiting private risk is your only aim, the KVK points to general terms and conditions or insurance as alternatives. Nor is the choice permanent: you can change your legal form later, for example if you make more profit than expected or start working with a business partner.
Good to know: the low corporate income tax rate applies to the bv’s profit, not to your own income. On your salary as dga you pay income tax in box 1, on dividend in box 2.
A business account for your bv
For a bv, the business account is in the company’s name, not in your own. At Vivid it looks like this:
Vivid in short: a business account for your bv with Dutch IBANs and sub-accounts, and a Founder account for the period in which the bv is still in formation. Read more at Vivid Business.
An account for your bv with Vivid
A business account with a Dutch IBAN and sub-accounts with their own IBAN for taxes and reserves.
Frequently asked questions
What are the advantages of a bv?
A smaller risk to your private money if the business runs into debt, its own rate on profit (in 2026 19% corporate income tax up to €200,000), the possibility to attract investors with shares and a start with minimal capital, from 1 euro cent. Exceptions and costs do apply.
What are the disadvantages of a bv?
The incorporation at the notary, a customary salary that in 2026 is normally at least €58,000, mandatory annual accounts, public annual documents at the KVK and rules for transferring shares and paying out profit.
Do you pay less tax with a bv?
Possibly, according to the KVK, if you make a lot of profit. The bv pays corporate income tax; you pay income tax on your salary and, if the bv pays out dividend, in box 2. With a low profit it brings little, because as dga you also receive a customary salary.
Can you leave profit in the bv?
Yes. What remains after corporate income tax, the bv can keep as a reserve or equity. Only when you pay out dividend do you pay box 2 tax. For a distribution, the board does have to check whether the bv can keep paying its debts.
Are you covered by WW and the Sickness Benefits Act as dga?
Not always. According to Ondernemersplein, as dga you can be compulsorily insured for the employee insurances, just like other employees. If your shareholding means nobody can dismiss you against your will, that obligation does not apply and you can take out cover as self-employed instead.
Does a bv have to make its annual documents public?
Partly, yes. The bv files annual documents with the KVK every year. What exactly you file depends on the size of the bv; the balance sheet with notes is public.
Can you simply sell shares in your bv?
No, if there are other shareholders. Unless the articles of association say otherwise, you first offer them to your co-shareholders. If you are the only shareholder, that does not come into play.
This article provides general information and is not legal or tax advice. The rates and rules mentioned apply to 2026 as published by the Belastingdienst, the KVK and Ondernemersplein, and may change. Vivid’s payment services are provided by Vivid Money S.A., an electronic money institution authorised and regulated by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg; its Dutch branch is registered with De Nederlandsche Bank (DNB) as an electronic money institution.
