Your eenmanszaak (sole proprietorship) is running, profit is growing and you are thinking about the next step. Then the question comes up whether to continue as a bv (Dutch private limited company). Converting an eenmanszaak into a bv is not a form you fill in quickly: there are three ways, each with different tax consequences, and some come with fixed deadlines. Once you know the differences, you can choose more deliberately and know what to ask the notary and the bookkeeper.
Below you can read when converting may be on the table and which three ways there are. After that: the step-by-step plan, the costs, what changes after converting and the business account for your new bv.
Key points:
- According to Ondernemersplein, the government’s portal for entrepreneurs, there are 3 ways to convert an eenmanszaak into a bv: an asset-liability transaction, a tax-neutral contribution (geruisloze inbreng) and a taxable contribution (ruisende inbreng).
- According to Ondernemersplein, the asset-liability transaction is the simplest and quickest way; your assets go to the bv at market value.
- With a geruisloze inbreng the bv continues with the same book values. If you meet the rules, you pay no tax on the increase in value now, but you do later; for example, you may not sell your shares for 3 years.
- A ruisende inbreng can be backdated by up to 3 months.
- Your bv gets a new KVK number and a new VAT number.
When to convert your eenmanszaak into a bv?
Ondernemersplein names a few reasons to turn your eenmanszaak into a bv. You want less personal liability. Your profit is growing, and then a bv can be more advantageous for tax. Or you want to sell your business in the future. According to Ondernemersplein, which way of converting fits best depends on your situation, for example whether you want to sell the business afterwards and whether a lot of value sits in your business.
The switch from zzp (self-employed) to bv also goes through these three routes: a zzp’er with an eenmanszaak converts that eenmanszaak. According to Ondernemersplein, the biggest difference afterwards is that the bv runs the business from then on instead of you. The bv also gets a new KVK number. Whether converting pays off in your situation is a separate consideration that this article does not cover. Here you read how converting works once you have made that choice.
The 3 ways to convert your eenmanszaak
If you want to convert your eenmanszaak into a bv, according to Ondernemersplein there are 3 ways. They mainly differ in the value at which your assets enter the bv, and so in the tax:
| Asset-liability transaction | Geruisloze inbreng | Ruisende inbreng | |
|---|---|---|---|
| How it works | You sell assets and liabilities to a new bv | You contribute your whole business to the bv | You sell your eenmanszaak to a new bv |
| Value on the bv’s balance sheet | Market value | The same book values as the eenmanszaak | Market value |
| Tax on the increase in value | Possibly cessation profit | Not now, later | Possibly cessation profit |
| Retroactive effect | Not mentioned by Ondernemersplein | To 1 January, with a declaration of intent before 1 October | Up to 3 months |
| Notary’s deed of contribution | Not needed | Needed | Needed |
The different ways have different consequences for your settlement with the Belastingdienst (Dutch Tax Administration). Ondernemersplein therefore recommends getting good advice, for example from a bookkeeper, lawyer or financial adviser.
Asset-liability transaction
According to Ondernemersplein, the asset-liability transaction (activa-passivatransactie) is the simplest and quickest way. You sell all assets and liabilities of the eenmanszaak to a newly founded bv. Your assets enter the bv’s balance sheet at their market value at that moment, so the bv starts with new book values. First you set up the bv at the notary; the notary also handles the registration with the KVK (Dutch Chamber of Commerce). Then you draw up an asset-liability agreement stating which assets and liabilities you sell. You can draw up that document yourself, through a notary or through an (online) provider. A deed of contribution is not needed on this route, and you do not need to align the document with the Belastingdienst. Because you stop your eenmanszaak, you may however face cessation profit (stakingswinst), and according to Ondernemersplein calculating it is very complicated.
Geruisloze inbreng
With a geruisloze inbreng (tax-neutral contribution) you contribute your whole business to the bv. The bv continues with the same book values as your eenmanszaak, and so starts with a balance sheet equal to the final balance sheet of the eenmanszaak. The advantage, according to Ondernemersplein: you do not have to pay tax on the increase in value of your eenmanszaak. Ondernemersplein gives an example. You bought a business building 20 years ago that is in the books at €100,000, while its real value is now €600,000. With a geruisloze inbreng, the building may go onto the bv’s balance sheet at €100,000 again. If you later close or sell the bv, you still pay tax on the increase in value: the tax is deferred.
Rules apply to a geruisloze inbreng. For example, you may not sell the shares you receive in return for 3 years. If you want to contribute retroactively as of 1 January, you draw up a declaration of intent with your bookkeeper or a specialist and send it to the Belastingdienst before 1 October of that year. You then have until 1 April of the following year to set up the bv through the notary and contribute the eenmanszaak. The notary draws up the deed of contribution based on a contribution balance sheet and a contribution description (inbrengbeschrijving): an overview of what goes from the eenmanszaak to the bv. Here too the notary handles registering the bv and deregistering the eenmanszaak with the KVK, the last step of contributing your eenmanszaak to the bv.
Ruisende inbreng
With a ruisende inbreng (taxable contribution) you sell your eenmanszaak to a newly founded bv. As with an asset-liability transaction, the bv starts with new book values, so at market value at that moment. The difference is that with a ruisende inbreng you can convert your business retroactively up to 3 months ago. And unlike the tax-neutral conversion, you do not have to wait 3 years before selling your shares.
First you send a declaration of intent to the Belastingdienst, drawn up with a bookkeeper or specialist, stating that you are converting your eenmanszaak on a taxable basis. If you want it to take effect as of 1 January, you send the declaration before 1 April of the current year. The results from 1 January then go onto the bv’s balance sheet. You then have until 1 October of that year to set up the bv at the notary and contribute your eenmanszaak; the notary draws up a deed of contribution with all assets and liabilities of the eenmanszaak. Here too you may face cessation profit.
Converting into a holding with an operating company
You can also convert your eenmanszaak into a holding structure: a holding bv that holds the shares of an operating company, where the work happens. According to Ondernemersplein, you then first convert your eenmanszaak into a bv, or you first set up the holding structure and end your eenmanszaak afterwards. The KVK describes two ways. In the first, you set up a holding bv at the notary and pay for the shares with the contribution of your eenmanszaak’s assets and liabilities; the holding then sets up the operating company, with a second deed of contribution. In the second, you first set up a holding and an operating company, pay for the shares in cash and sell your eenmanszaak’s assets and liabilities to the operating company. An expert, such as an accountant or tax specialist, can calculate what is most advantageous for you, the KVK says.
Step-by-step plan: how to convert your eenmanszaak
When converting your eenmanszaak into a bv, the order differs per route. These are the steps Ondernemersplein and the KVK describe:
Discuss with a bookkeeper, lawyer or financial adviser which way fits and what it means for tax.
With a ruisende inbreng, and with a retroactive geruisloze inbreng, you send a declaration of intent to the Belastingdienst in time.
The notary draws up the deed of incorporation with the articles of association and, for a contribution, the deed of contribution.
The notary usually registers the bv and the UBOs; for a contribution also the deregistration of the eenmanszaak.
You get a new KVK number and VAT number. The KVK passes the change on to the Belastingdienst.
You file the bv’s tax returns via Mijn Belastingdienst Zakelijk, and you need eHerkenning for that.
After the registration in the Business Register, the KVK sends you a letter by post with the KVK number and an invoice for the registration fee. According to the KVK, you usually do not have to visit for this change, because the notary handles the registration.
In summary: you choose between an asset-liability transaction, a geruisloze and a ruisende inbreng. The notary sets up the bv and handles the registration; with retroactive effect, watch the deadlines for the declaration of intent.
What does converting an eenmanszaak into a bv cost?
The first cost item when converting an eenmanszaak into a bv is the notary. For a new company you pay between €500 and €1,500 for the incorporation at the notary, according to the KVK. On top of that you get an invoice for the KVK registration fee, which is €85.15 in 2026 and is adjusted every year. The KVK names two further cost items: eHerkenning, needed for the bv’s tax returns, and permits you have to apply for again.
Also count on the cost of advice, which Ondernemersplein recommends for every route, and possibly tax on cessation profit if you do not contribute on a tax-neutral basis. Ask your adviser for an estimate in advance, because the cessation profit depends on the value in your business.
What changes after converting
According to Ondernemersplein, a new legal form has consequences for your permits, contracts and staff, among other things. After converting, according to the KVK and Ondernemersplein, you arrange this, among other things:
According to the KVK, applying for permits again can sometimes take weeks, so start in good time. You can take questions about contracts to the notary or the KVK advice team, and questions about permits to the municipality.
Working in your own bv
After converting, you no longer work for yourself as an eenmanszaak, but in your own bv. If you are a working shareholder with more than 5% of the shares, the KVK calls you a director-major shareholder (dga). The customary salary rule then applies to you. For 2026 the Belastingdienst as a rule assumes at least €58,000 per year; a lower salary is possible if you show that it is customary for the most comparable work. You also pay payroll tax on that salary, the KVK says. And while an eenmanszaak does not have to send annual accounts to the KVK, a bv must file its annual accounts with the KVK, according to Ondernemersplein.
Good to know: the KVK passes the new KVK number and VAT number on to the Belastingdienst itself. You do have to inform your customers, your insurer and your account provider yourself.
A business account for your new bv
Your bv is a separate legal entity. At Vivid, a bv’s account is therefore in the company’s name, because for limited companies the account must be in the name of the business. With Vivid you apply for the business account for your bv fully online:
Even on a free plan, individual services can incur costs, for example extra cards, withdrawals above certain exempt amounts or premium features from higher plans.
Vivid in short: a business account in the name of your new bv, with a Dutch IBAN, sub-accounts and invoicing, also for a bv in formation.
Ready for your bv
Open a business account with a Dutch IBAN online for your new bv.
Frequently asked questions
How do you convert an eenmanszaak into a bv?
Through an asset-liability transaction, a geruisloze inbreng or a ruisende inbreng. In all cases the notary sets up the bv and usually also handles the registration with the KVK.
What is a geruisloze inbreng?
You contribute your whole eenmanszaak to the bv at the same book values. If you meet the rules, such as not selling your shares for 3 years, you pay no tax on the increase in value now, but you do later, for example when you sell or close the bv.
What is the difference between a geruisloze and a ruisende inbreng?
With a ruisende inbreng your assets enter the bv at market value and cessation profit can arise. You do not have to keep your shares for 3 years afterwards, as you do with a geruisloze inbreng.
Can it be done retroactively?
Yes. A ruisende inbreng can go back up to 3 months, with a declaration of intent before 1 April if you want it as of 1 January. You then set up the bv by 1 October. For a geruisloze inbreng as of 1 January, you send the declaration of intent before 1 October of that same year. You then have until 1 April of the following year to set up the bv.
What does converting into a bv cost?
According to the KVK, the incorporation at the notary costs between €500 and €1,500, and the registration fee is €85.15 in 2026. Advice, eHerkenning and possibly tax on cessation profit come on top.
Do you get a new KVK number?
Yes, your bv gets a new KVK number and a new VAT number. The KVK passes the change on to the Belastingdienst.
Do you have to pay tax on cessation profit?
With an asset-liability transaction and a ruisende inbreng you may face cessation profit, because you stop your eenmanszaak. With a geruisloze inbreng the tax on the increase in value is deferred.
This article provides general information and is not legal or tax advice. The rules, deadlines 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.
