Your eenmanszaak (sole proprietorship) is growing, a business partner joins or an investor wants to come on board. Sooner or later the word bv comes up. According to the KVK (Dutch Chamber of Commerce), the besloten vennootschap, the Dutch private limited company, is a common legal form, and according to Ondernemersplein the number of bvs has been rising in recent years. Still, it is not immediately clear to everyone what exactly a bv is, who owns it and what it means for your liability and your taxes.
Below you can read what a bv is and how shares, directors and the director-major shareholder fit together. After that: the advantages and disadvantages, liability, setting up a bv at the notary, the holding company, taxes and the business account for the bv.
Key points:
- The meaning of bv in one sentence: a company with legal personality, with its own rights and obligations, which you set up alone or with others.
- According to Ondernemersplein, the bv is usually responsible for debts, not the director personally. There are exceptions, for example in the case of bad management.
- You set up a bv at the notary, in person or digitally. As starting capital you pay in at least 1 euro cent.
- The bv pays corporate income tax on its profit. If you are a director with at least 5% of the shares, according to the KVK you are a dga and receive a salary from the bv.
What is a bv?
What is a bv? Bv stands for besloten vennootschap, also written as b.v. According to Ondernemersplein, a bv is a company with legal personality. This means that under the law the company has its own rights and obligations: the bv signs contracts, pays tax and is in principle itself responsible for its debts. That is how the bv differs from an eenmanszaak, where you as the entrepreneur and your business are legally one. You can set up a bv alone or together with others.
Why is it called besloten (closed)? According to the KVK, you can only buy and sell the shares of a bv with the consent of the other shareholders. With a naamloze vennootschap (nv, public limited company), anyone can buy shares. If you later want to attract more money, according to Ondernemersplein you can convert a bv into an nv; to do so you amend the articles of association, among other things, and have the notary draw up a deed of conversion.
Shares, shareholders and directors
The money of a bv is divided into shares. Shares are pieces of the company: the shareholders are therefore its owners and often also have a right to the profit. If you set up a bv alone, you can be the sole shareholder. At the start you decide how many shares, and which kinds, you issue. Ondernemersplein names shares with a right to profit and voting rights, shares with only a right to profit and shares with only voting rights. The shareholders with voting rights take decisions in the general meeting of shareholders.
Day-to-day management lies with the directors, and a bv can also have supervisory directors. Small bvs sometimes have only one director. If you are a director of a bv and hold at least 5% of the shares, according to the KVK you are a director-major shareholder (directeur-grootaandeelhouder), dga for short. As a dga you are employed by the bv and therefore also receive a salary from the bv. Special rules apply to that, which you can read further down under taxes.
Who signs on behalf of the bv?
The board consists of all directors together and may arrange official matters on behalf of the company, such as signing contracts or reporting a change to the KVK. According to Ondernemersplein, each director may also arrange official matters independently. If you do not want that, you make agreements about it at the start and put them in the articles of association. If someone outside the board needs to be able to act on behalf of the bv, the board can give that person a power of attorney. Registering the authorised representative in the Business Register (Handelsregister) is not mandatory, but useful: that way business partners know who may act on behalf of the company.
Advantages and disadvantages of a bv
The advantages of a bv are mainly about risk and growth, the disadvantages about costs and rules. Below are points the KVK and Ondernemersplein name, among others, sorted by us into advantages and disadvantages of a bv:
| Topic | Advantage | Disadvantage |
|---|---|---|
| Liability | For debts, the bv is usually responsible, not your private assets | There are exceptions, for example improper management or a loan you sign for privately |
| Setting up | In person or digitally at the notary, with at least 1 euro cent starting capital | Setting up costs more than an eenmanszaak, because you need a notary |
| Tax | If you make a lot of profit, you may pay less tax with a bv | The annual costs and the taxes are higher, and the dga receives a customary salary |
| Raising money | With shares you can attract investors | Shares can only be sold with the consent of the other shareholders |
| Administration | You may do the bookkeeping yourself or outsource it | Annual accounts are mandatory, and the balance sheet with notes filed at the KVK is public |
When should you choose a bv? According to the KVK, most entrepreneurs only start a bv once they make a lot of profit, precisely because the annual costs and the taxes are higher. The KVK also does not consider it logical to choose a bv only to avoid personal liability. With other legal forms you can reduce the risks, for example with liability insurance or with terms of delivery and payment. What suits you best depends on your situation, according to Ondernemersplein; the legal-form decision aid on that site helps with this.
Liability with a bv
When it comes to the liability of a bv, the starting point is simple. According to the Belastingdienst (Dutch Tax Administration), the bv is a legal entity and therefore in principle itself liable for its debts. If the bv can no longer pay its debts, according to the KVK the bv goes bankrupt. You can then lose the money you invested in the bv, but creditors have no right to your private assets, such as your savings, car or house. Ondernemersplein does name exceptions:
Bad leadership is also called improper management (onbehoorlijk bestuur). As examples, the KVK names not reporting payment problems to the Belastingdienst in time, or entering into contracts while knowing you could not honour them. Whoever takes out a loan for the bv is also often personally liable, according to the KVK. So as a dga you are also a director, with the duties that come with it.
In short: a bv usually shields your private assets from business debts, but there are exceptions, including improper management, the period before registration and loans you sign for privately.
Setting up a bv: how it works
According to the KVK, setting up a bv goes through the notary, in person or digitally. If you want to start a bv, you roughly go through the following steps, as Ondernemersplein and the KVK describe them:
The notary draws up the document for the incorporation, including the articles of association: the basic rules of the bv.
The articles of association include, among other things, the name and location of the bv, how many shares there are and how directors are appointed.
The notary gives you a shareholders’ register, which shows how the shares are divided.
The notary registers the bv and all directors in the Business Register, and the UBOs in the KVK’s UBO register.
The KVK passes the details on to the Belastingdienst. If the activities fall under VAT, you receive the VAT numbers.
A UBO, ultimate beneficial owner, is according to the KVK the owner of an organisation or someone who can make decisions about it. If you start a bv on your own, you are the UBO. You decide on the bv’s articles of association before the incorporation: the KVK names, among other things, the purpose of the bv, what directors may and may not do, and how many shares there are and of which kind. As costs, Ondernemersplein names notary costs of on average €500 to €1,500. On top of that come the registration fee of €85.15 at the KVK and the costs of the administration.
A large starting capital is not needed for a bv. According to Ondernemersplein, you pay in at least 1 euro cent as starting capital. This can be in money, but also in kind, for example by contributing goods; their value is converted into money and becomes the property of the company.
Bv in formation
You can already do business before the notary has incorporated the bv, for example if you want to rent or buy business premises. You then register your business with the KVK as a bv in formation (bv in oprichting), bv i.o. for short. Always make it clear to business partners that you are concluding contracts on behalf of the bv i.o. Keep liability in mind: whoever makes agreements on behalf of the bv in formation is, according to Ondernemersplein, personally liable for them. If the bv cannot pay the debts, that person pays them with their own money.
Holding company and operating company
According to the KVK, entrepreneurs often set up two bvs. The first is then called the operating company (werkmaatschappij): from that bv you do the work and send invoices. The second is the holding bv. According to Ondernemersplein, the holding owns the shares in the operating bv, and you place, for example, your profit or pension money in the holding. If the operating bv runs into trouble, the assets in the holding stay outside the bankruptcy. According to the KVK, a holding lets you spread risks, be more flexible or gain a tax advantage; setting up a holding bv does have advantages and disadvantages.
Converting, selling or stopping
You can later convert an eenmanszaak into a bv. As reasons, Ondernemersplein names, for example, that you want less personal liability, that a bv can be more favourable for taxes as profit grows, or that you want to sell the business in the future. The biggest difference is that from then on the bv runs the business instead of you, and the bv gets a new KVK number. It also works the other way round: with lower profit, an eenmanszaak is often more favourable for taxes, according to Ondernemersplein.
Selling a bv can be done in two ways. If you sell shares in which you hold a substantial interest (at least 5%), according to the Belastingdienst you pay box 2 income tax on the gain from the sale. If you sell the business itself, such as machines and inventory, the bv pays corporate income tax on the book profit. If you want to stop, you dissolve the bv, deregister it with the KVK and settle with the Belastingdienst. According to Ondernemersplein, do not simply deregister the bv: you may then, for example, no longer have access to the business account.
Taxes for a bv
Taxes for a bv work at two levels: the bv itself and you as a shareholder. The bv pays corporate income tax (vennootschapsbelasting) on its profit. According to the Belastingdienst, the bv is an entrepreneur for VAT. If its activities fall under VAT, the bv charges VAT to customers and files VAT returns; according to the KVK you file the VAT return online, usually every quarter. If the bv’s turnover is no more than €20,000 a year, according to Ondernemersplein you can use the small business scheme (KOR). If the bv distributes profit, it usually withholds dividend tax, and you pay income tax in box 2 on the dividend yourself.
| Tax | Who pays | Rate or rule in 2026 |
|---|---|---|
| Corporate income tax | The bv, on its profit | 19% up to and including €200,000, above that 25.8% |
| VAT | The bv, on its turnover | VAT return usually quarterly; KOR with a turnover of no more than €20,000 |
| Payroll taxes | The bv withholds them | On the salary of employees and the dga |
| Dividend tax | The bv withholds it | 15% according to the Belastingdienst, offset in your tax return |
| Income tax box 2 | You as a shareholder | 24.5% up to €68,843, above that 31% |
Before the bv pays out money, for example as dividend, according to Ondernemersplein the board checks two things: whether enough money remains next to the mandatory reserves (the balance sheet test), and whether the company can keep paying its debts until about a year after the distribution (the distribution test). If a director approves a distribution that is not actually allowed, according to Ondernemersplein that director can be held personally liable for the shortfalls. You also keep records for the bv that you retain for seven years, prepare annual accounts and file annual documents with the KVK every year. Which details these are depends on the size of the company. The bv can also use deductions for corporate income tax, such as various forms of investment deduction.
Customary salary for the dga
A separate rule applies to the dga’s salary. If as a dga you pay yourself no salary or an unusually low one, the Belastingdienst still takes a so-called customary salary (gebruikelijk loon) into account. According to the Belastingdienst, it is at least the highest of three amounts: the salary from the most comparable employment, the salary of the highest-earning employee at the company or an affiliated company, and at least €58,000 in 2026. If it is customary for others to receive a lower salary for the most comparable work and you can make that plausible, the Belastingdienst sets the salary at that lower amount. The bv withholds payroll taxes on the customary salary. If as a director you hold more than fifty percent of the shares, according to the KVK you have no right to the employee insurances WW (unemployment), WIA (incapacity for work) and ZW (sickness).
Good to know: in 2024 and 2025 the minimum customary salary was €56,000. For 2026 the Belastingdienst names at least €58,000.
A business account for the bv
A bv needs its own account: according to the KVK, setting up a bv requires a business account with at least €0.01. A bv opens the account in the company’s name. With Vivid you arrange the business account fully online:
Vivid in short: a business account for the bv and the bv i.o. with a Dutch IBAN, applied for online, from €0 a month for the plan; individual services can come with costs.
An account in your bv’s name
Open a business account with a Dutch IBAN online for your bv or bv i.o.
Frequently asked questions
What is a bv?
A bv, besloten vennootschap, is a company with legal personality. The money of the bv is divided into shares, and the shareholders are the owners. What is a bv in practice? A legal form you set up alone or with others at the notary.
What does besloten vennootschap mean?
Besloten (closed) means that, according to the KVK, you can only buy and sell the shares with the consent of the other shareholders. With an nv, anyone can buy shares.
Are you personally liable with a bv?
Usually not: the bv is responsible for debts. Exceptions include improper management, agreements made before registration and loans you co-sign privately.
How much starting capital do you need for a bv?
According to Ondernemersplein, you pay in at least 1 euro cent, in money or in kind.
What is a dga?
A director-major shareholder: according to the KVK, a director of a bv with at least 5% of the shares. The dga is employed by the bv; according to the Belastingdienst, the customary salary scheme applies to the salary.
Which taxes does a bv pay?
Corporate income tax on its profit (19% up to and including €200,000, above that 25.8% in 2026), VAT on its turnover, payroll taxes on salaries and dividend tax on a profit distribution.
What is a holding bv?
A second bv that owns the shares in the operating company. In the holding you place, for example, profit or pension money; if the operating bv runs into trouble, according to Ondernemersplein those assets stay outside the bankruptcy.
This article provides general information and is not legal or tax advice. The rules, rates and amounts mentioned are as published by Ondernemersplein, the KVK and the Belastingdienst, 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.
