Should you choose a sole proprietorship or a bv?
Most businesses start as a sole proprietorship and move to a bv later. An eenmanszaak is the Dutch sole proprietorship. You and the business are one legal person. A bv is a besloten vennootschap, a private limited company that owns itself. That single difference drives the rest: who is liable, who pays which tax and whether you draw a salary.
This page covers the choice itself. It does not cover how you pay yourself once the bv exists. It also leaves out whether the Belastingdienst sees you as an entrepreneur in the first place. If you have a business partner, your choice is between a vof and a bv. A vof is the Dutch general partnership. How you pay yourself out of a bv is on the page about dividend or salary.
Take Nikhil. He runs a product design studio in Utrecht as an eenmanszaak and expects about €100,000 of profit this year. Two clients have told him to move the business into a bv. He moved to Utrecht from Bengaluru three years ago and has no company abroad. We use his figures in the worked comparison further down.
In short
Liability separates the two forms. An eenmanszaak puts your private assets at risk. A bv does not, unless you sign a personal guarantee or a court finds mismanagement.
Profit tax differs. Box 1 is the Dutch income tax box for work and home. An eenmanszaak pays Box 1 income tax up to 49.50% (belastingdienst.nl, accessed 2026-10-05). A bv pays 19.0% corporate tax on the first €200,000 of profit and 25.8% above.¹ As its director you also pay income tax on your salary and on dividends.
Taking money out of a bv costs Box 2 tax on your shareholding. Box 2 taxes the profit from a substantial shareholding. That is 24.5% up to €68,843 and 31% above.²
A bv must pay you a salary. In 2026 that salary is at least €58,000.³
The tipping point is not an official figure. The €120,000 to €150,000 range you find online is a market estimate, not a rule.
Entrepreneur deductions exist only in the eenmanszaak. They are shrinking, so the comparison moves every year.
What actually changes when you choose a bv?
A bv separates the business from you, in law and in tax. Set up a bv and the company becomes a separate person. It signs the contracts, owns the equipment and carries the debts. You become its director and its shareholder.
That one shift explains every line in the table below. We set the two forms side by side on the points that genuinely decide the choice.
| What differs | Eenmanszaak | Bv |
|---|---|---|
| Who is liable for the debts | You are, with your private assets | The bv is, unless you sign a personal guarantee or a court finds mismanagement |
| Tax on the profit | Box 1 income tax, up to 49.50% (belastingdienst.nl, accessed 2026-10-05) | Corporate tax, 19.0% up to €200,000 and 25.8% above¹ |
| Tax when you take money out | Nothing extra, the profit is already taxed | Box 2, 24.5% up to €68,843 and 31% above² |
| Entrepreneur deductions | Self-employed deduction (zelfstandigenaftrek), starter deduction (startersaftrek) and small-business profit exemption (mkb-winstvrijstelling) | None, the bv employs you |
| Your own salary | No salary. You pay income tax on the whole profit, whether you take it out or not | A customary salary (gebruikelijk loon), at least €58,000 in 2026³ |
| Annual accounts at the KVK (Chamber of Commerce) | Not required | Required every year |
| Setting it up | Registration at the KVK for €85.15 (kvk.nl, accessed 2026-08-15) | A notarial deed plus registration at the KVK |
Where is the profit tipping point?
No organisation publishes a fixed tipping point. Not the Belastingdienst, not the KVK and not business.gov.nl. The figures that circulate are market estimates and they contradict each other. You will find €120,000 on one site and €150,000 on the next. Read it as a rough signal, never as a threshold.
Three things affect the answer more than your profit does. The entrepreneur deductions are shrinking. The zelfstandigenaftrek is expected to drop to €900 in 2027, which pulls the eenmanszaak side down.⁵ That is a plan for 2027, not yet law. The mkb-winstvrijstelling takes a fixed slice off your profit before tax, which lifts that side back up. The gebruikelijk loon puts a floor under what a bv must pay you. That makes a bv expensive at low profits.
One condition sits underneath all of this. Most of the entrepreneur deductions (the ondernemersaftrek) require you to work at least 1,225 hours in your business.⁴ How you count and prove those hours is on the page about the hours criterion.
Below we work Nikhil's €100,000 through both routes.
| Step | As an eenmanszaak | As a bv |
|---|---|---|
| Profit before tax | €100,000 | €100,000 |
| Salary you pay yourself | None, the profit is your income | €58,000, the gebruikelijk loon floor³ |
| Entrepreneur deductions | Zelfstandigenaftrek €1,200. Nikhil is not a starter, so the €2,123 starter deduction does not apply (belastingdienst.nl, accessed 2026-08-15). | None |
| Deduction rate on those amounts | Capped at 37.56%, the highest rate at which deductions cut your tax (belastingdienst.nl, accessed 2026-10-05). That cap applies later, not to this base. | No deduction to relieve |
| Mkb-winstvrijstelling | 12.7% of the profit after deductions (belastingdienst.nl, accessed 2026-08-15) | None, a bv pays corporate tax instead |
| Taxable in Box 1 | About €86,250: €100,000 minus €1,200 minus 12.7% of €98,800 | €58,000 of salary |
| Taxed inside the company | There is no company | 19.0% corporate tax on €42,000 (€100,000 minus €58,000 salary), which is €7,980¹ |
| Taxed when the rest comes out | Already taxed as profit | Box 2 at 24.5% up to €68,843² on €34,020 (€42,000 minus €7,980), which is €8,335 |
What does it cost to switch later?
Switching costs money once to form the bv and then every year to run it. Nikhil can keep the eenmanszaak now and incorporate when the work justifies it. That route is normal and it is usually the cheaper one. The cost lies in the move, not in the form.
Setting it up means a notarial deed and an opening balance sheet. You also choose how to bring the business in: tax-free under conditions or by settling up first. Read about discontinuation profit if you are stopping or handing over. Running a bv then costs more every year. You pay for the annual accounts at the KVK, for payroll on your own salary and for heavier bookkeeping. Those costs vary widely per notary and per bookkeeper.
Does liability decide the choice?
If your work carries real claim risk, liability outweighs any tipping point. In an eenmanszaak a claim reaches your savings and your home. In a bv it stops at the company, unless a court finds you mismanaged it. Liability does not move with the tax year. A bank or a landlord can still ask for a personal guarantee. That puts your private assets back at risk.
What if you already have a company abroad?
A foreign company is not automatically the right Dutch answer. Many internationals arrive with a Ltd, a GmbH or an LLC and treat the Dutch equivalent as the default. It usually is not. A bv set up out of habit gives you the running costs of a company without the profit that pays for them.
There is a second question underneath that one. If you keep the foreign company and run it from the Netherlands, the Belastingdienst may treat it as a Dutch taxpayer anyway. Holding the shares can also put you in Box 2. Both are worth settling before you incorporate anything new. Read about entrepreneur status for income tax if you are not yet sure how the Belastingdienst classifies you.
“Almost everyone asks me for the number. The honest answer is that the number moves every year and it never covers liability. What I actually ask is what you want the business to look like in five years. That answer holds.”
How do you make the choice?
Start with liability and your plans, then let the tax follow. Nikhil's €100,000 falls below the range everyone quotes. What settles it for him is the claim risk in his contracts and whether he wants to sell the studio one day.
So check three things yourself. Can your work produce a claim that your private assets would have to cover? Do you expect to sell the business, hand it over or leave the country? Do you clear the hours criterion that most of those deductions require?⁴
The form follows once you know what it has to survive. Tax advice for entrepreneurs describes what that conversation covers. Leaving the Netherlands with a bv raises questions about your shares and your salary. Your shares trigger a conserverende aanslag, a deferred tax claim on their value. Your director salary needs its own plan once Dutch payroll rules no longer apply. Bring that plan to the table before you incorporate.
¹ belastingdienst.nl, Tarieven voor de vennootschapsbelasting · Accessed
² belastingdienst.nl, Box 2, uitleg en tarieven · Accessed
³ belastingdienst.nl, Loon en aanmerkelijk belang · Accessed
⁴ belastingdienst.nl, Urencriterium · Accessed
⁵ ondernemersplein.overheid.nl, Zelfstandigenaftrek · Accessed
Common questions about choosing between an eenmanszaak and a bv
Is a bv always cheaper above a certain profit?
No. There is no official profit level for this. The figures you find online are market estimates. Your own answer depends on your salary, your deductions and what you take out of the company.
Do I lose my entrepreneur deductions in a bv?
Yes. Those deductions exist only in an eenmanszaak. In a bv you are an employee of your own company, so the zelfstandigenaftrek and the mkb-winstvrijstelling fall away.
How much salary must I pay myself from a bv?
At least €58,000 in 2026, but only as a floor.³ The gebruikelijk loon is the highest of three amounts, so a comparable job can push it well above that.
Can I start as an eenmanszaak and switch later?
Yes. You incorporate a bv and bring the business into it. Budget for a notarial deed, an opening balance and a decision on the discontinuation profit.
Does a bv protect my private savings?
Usually yes. A bv carries its own debts. Your private assets stay out of reach in normal circumstances. That changes if a court finds mismanagement or if you signed a personal guarantee.
I already run a Ltd or a GmbH. Do I need a bv as well?
Not automatically. Running the foreign company from the Netherlands can make it a Dutch taxpayer in its own right. Owning the shares can bring you into Box 2 as well. Settle both before you incorporate anything here.