BV (Private Limited Company) in the Netherlands

Key Takeaways

A BV (Besloten Vennootschap) is a private limited company — a separate legal entity from its owner(s).
Your personal liability is limited to your share capital (minimum €0.01), with exceptions for director liability.
Corporate income tax: 19% on the first €200,000 profit, 25.8% above that (2026).
Dividends are taxed at 26.9% in Box 2 when distributed to shareholders.
As a DGA (director-major shareholder), you must pay yourself a minimum salary (gebruikelijk loon).
A BV typically becomes tax-efficient when annual profits consistently exceed €100,000–€150,000.

What Is a BV?

The BV is the standard corporate vehicle for medium-sized and growing businesses in the Netherlands. It provides liability protection, a lower tax rate on profits, and a professional structure that investors and clients recognize.

How a BV Works

The basic structure:

The BV is the legal entity that owns the business, earns revenue, and pays corporate tax
You (the shareholder) own shares in the BV and have rights to dividends
You (the director) manage the BV and receive a salary for your work
If you own 5%+ of the shares and are also the director, you are a DGA (directeur-grootaandeelhouder)

The key tax flow:

BV earns €150,000 profit
BV pays corporate income tax (VPB): 19% × €150,000 = €28,500
After-tax profit: €121,500
If distributed as dividend: 26.9% Box 2 tax = €32,684
Net to shareholder: €88,816

But you also receive a DGA salary (taxed as regular Box 1 income), so the total picture is more nuanced.

Incorporation

Setting up a BV requires a notary. The process:

Choose a Notary

Shop around — prices vary from €500 to €2,000+ for the deed of incorporation. Online notary services tend to be cheaper.

Draft Articles of Association

The notary prepares the statuten (articles of association). These define the company's purpose, share structure, board composition, and decision-making rules.

Sign the Deed of Incorporation

Visit the notary to sign the oprichtingsakte (deed of incorporation). You need to bring your passport and BSN.

KVK Registration

The notary registers the BV with the KVK. You receive your KVK number within a few days.

Open a Business Bank Account

Required for the BV. Deposit the share capital (minimum €0.01, typically €100 or more for practicality). Some banks require €1,000+ minimum deposit.

Receive Tax Numbers

The Belastingdienst sends your corporate tax (VPB) number and VAT (BTW) number within 2–4 weeks.

Set Up Payroll

As a DGA, you must set up payroll administration for your own salary. Many accountants or payroll services handle this.

Taxation of a BV

Corporate Income Tax (Vennootschapsbelasting / VPB)

Taxable Profit (2026)	Rate
Up to €200,000	19%
Above €200,000	25.8%

The BV files its own corporate tax return (aangifte vennootschapsbelasting) annually. The fiscal year typically aligns with the calendar year but can be set to any 12-month period.

Getting Money Out of the BV

There are three legitimate ways to extract money from your BV:

Method	Tax Treatment	Notes
Salary	Box 1 income tax (35.75%–49.50%)	Deductible expense for the BV. Required for DGAs.
Dividend	26.9% Box 2 tax	Paid from after-tax profit. Requires formal distribution decision.
Management fee	Depends on structure	If you have a personal holding BV that invoices the operating BV.

Warning

You cannot simply transfer money from your BV bank account to your personal account. Every extraction must be justified as salary, dividend, or loan. Unauthorized withdrawals are treated as deemed dividends and taxed at 26.9% plus potential penalties.

Dividend Distribution Requirements

To distribute dividends, the BV's board must:

Confirm the BV can pay its debts after the distribution (balance sheet test and distribution test)
Pass a formal resolution at the shareholders' meeting
Withhold 15% dividend tax (verrekend with Box 2 tax)

If the BV distributes dividends while knowing it cannot cover its obligations, the directors are personally liable for the shortfall.

Liability

A BV provides limited liability — your personal risk is limited to your share capital. However, there are important exceptions:

Director Liability (Bestuurdersaansprakelijkheid)

You can be held personally liable as a director if:

Mismanagement (onbehoorlijk bestuur) — making clearly irresponsible decisions that damage the company or creditors
Tax fraud or failure to report — not filing corporate tax returns or failing to report payment difficulties to the Belastingdienst
Trading while insolvent — continuing to enter into obligations while knowing the BV cannot pay
Personal guarantee — if you personally guaranteed a loan or lease (common with banks and landlords)

Good to know

In practice, banks and landlords often require a personal guarantee (borgstelling) from the DGA. This effectively pierces the limited liability for those specific obligations. Try to limit or avoid personal guarantees where possible.

Holding Structure

Many entrepreneurs set up a holding BV that owns the shares of the operating BV (werkmaatschappij). This creates a two-tier structure:

You (DGA)
  └── Holding BV (your personal holding)
        └── Operating BV (the business that earns revenue)

Benefits of a holding structure:

Profit protection — Dividends from the operating BV to the holding BV are tax-free under the deelnemingsvrijstelling (participation exemption)
Risk isolation — If the operating BV goes bankrupt, the holding BV (and its accumulated profits) are protected
Pension accrual — You can build pension reserves in the holding BV
Flexibility — Easier to sell the operating BV or start new ventures alongside it

Tip

A holding structure costs more to set up and maintain (two sets of accounts, two corporate tax returns), but it is the standard approach for serious businesses. If you are setting up a BV with the intention of growing, start with a holding structure from day one. Restructuring later is more expensive.

Administration Requirements

A BV has more administrative obligations than an eenmanszaak:

Obligation	Deadline	Notes
Annual financial statements	Within 5 months after fiscal year end (extension possible to 11 months)	Must be adopted by shareholders
KVK filing	Within 8 days of adoption	Simplified for small companies
Corporate tax return	Within 5 months after fiscal year end (extension possible)	Usually done by an accountant
Payroll administration	Monthly	For DGA salary and any employees
VAT returns	Quarterly	Same as eenmanszaak
Shareholders' meeting	At least once per year	To adopt annual accounts and decide on profit distribution

Size Classification

Your administrative requirements depend on your company's size:

Category	Assets	Revenue	Employees	Audit Required?
Micro	< €450,000	< €900,000	< 10	No
Small	< €7,500,000	< €15,000,000	< 50	No
Medium	< €25,000,000	< €50,000,000	< 250	Yes
Large	≥ €25,000,000	≥ €50,000,000	≥ 250	Yes

Most new BVs qualify as micro or small, with simplified filing requirements and no mandatory audit.

Common Mistakes

Setting up a BV too early — If profits are below €100,000, the eenmanszaak is almost always more tax-efficient. The BV's administrative costs eat into the benefit.
Ignoring the DGA salary — You must pay yourself a salary (gebruikelijk loon). Failing to do so triggers penalties and back-taxes.
No holding structure — Setting up only an operating BV leaves accumulated profits at risk if the business fails.
Treating the BV as a personal account — Every euro flowing between you and the BV must be documented. Casual transfers are problematic.
Skipping professional advice — BV tax planning is complex. A good tax advisor saves far more than they cost.