Thinking about converting your sole proprietorship (eenmanszaak) into a BV, or setting up a brand-new BV? There's quite a bit to take in: letters of intent, a notary, a holding company here, a management fee there. Don't have it all figured out yet? That's fine, and it's exactly why we'd rather explain something one time too many than one time too few at The Bookie. So take your time reading, and skip ahead past whatever you already know.
What actually is a BV?
You probably already know this, but we'd rather explain it once too often than leave you in the dark. A BV (besloten vennootschap, or private limited company) is, unlike a sole proprietorship, a separate legal entity. That means the BV itself owns the business, not you personally. You then become a director and (usually) a shareholder — and officially no longer a "self-employed entrepreneur" in the eenmanszaak sense.
The key difference from a sole proprietorship: with a BV, you are in principle not personally liable with your private assets for the company's debts. With a sole proprietorship, you are.
Does that already sound like a good reason to switch? Maybe. But not for everyone, and not at every moment. So let's start with the trade-offs.
Why would I switch?
There's a good chance you've heard it before: friends at the pub bragging about their little BV, colleagues telling you "you really can't run that as a sole proprietorship anymore," or online posts claiming that "real entrepreneurs" have a BV. Take that with a grain of salt. A BV isn't automatically better — it's more advantageous for some entrepreneurs at some points in time.
Reasons that often come into play:
Less personal liability. If things go wrong, generally only the BV's assets are at risk, not your house or savings.
Spreading risk. With multiple BVs, you can neatly separate activities or assets from each other.
Tax advantages at higher profit levels. A sole proprietorship is especially attractive for starters thanks to the SME profit exemption (mkb-winstvrijstelling) and self-employed deduction (zelfstandigenaftrek). If your profit is structurally above roughly €150,000, a BV often becomes more tax-attractive.
A more professional look and a clear structure, handy for instance if you plan to sell or transfer your business later on.
Still unsure? Just book a consult with your Bookie. Together we'll look at whether it's advantageous for your situation, and what your trade-offs are.
Operating company and holding company: what's the difference?
This is one of the first choices you'll make, and it sounds more complicated than it is.
Operating company (werkmaatschappij) is the BV where you actually run the business: revenue, invoices, and day-to-day operations flow through here.
Holding company is (usually) a BV that acts as shareholder of your operating company. The holding itself doesn't run any business activities, but holds the shares (and often assets too).
Why would you want that? Mainly to spread risk. If something goes wrong in your operating company, the assets you've "parked" in the holding (think profit reserves or a property) stay out of harm's way. What's more, profit that your operating company distributes to the holding is usually exempt from corporate income tax and dividend tax thanks to the so-called participation exemption (deelnemingsvrijstelling) — as long as the holding owns at least 5% of the shares.
Not every entrepreneur needs a holding. During your consult, we'll discuss whether a simple structure (just an operating company) is enough, or whether a holding makes sense.
How do I set up my BV?
Already a The Bookie client with your sole proprietorship and considering a BV? Start by booking a consult with your Bookie. In it, we'll look together at your trade-offs and whether it's advantageous. We'll go through the points below.
Already know you want a BV? Then we'll walk through these steps together to make it go as smoothly as possible.
What we need from you:
The structure you want: just an operating company, or a holding as well?
A letter of authorization, so we're allowed to communicate directly with the notary.
The name(s) you'd like for the BV(s) you're setting up.
Are there other shareholders besides you? If so: who, and what's their role?
What The Bookie arranges next: Setting up your BV requires various documents, including your contribution description (inbrengbeschrijving), plus a number of mandatory notifications to the Dutch Tax Authority (Belastingdienst). We'll discuss the costs for this during your first consult.
Your part: contact with the notary. We like working with Van Grafhorst, because of their clear pricing and communication, and our experience with them has been positive. Already have a notary you'd rather work with? That's fine too.
Here's how the fine-tuning between you, the notary, and The Bookie works:
The Bookie sends the contribution description to the notary. Questions usually come up here; once everything is clear, an updated draft goes to the notary.
Once the final version is approved, the notary sends everything to you as the founder.
You sign the documents and send them back to the notary, with us in cc.
The notary schedules an appointment with you for the incorporation of your new BV(s).
Your BV is now officially incorporated. Time for champagne or crodino (we're fans of both!).
You'll receive the deed(s) of incorporation. Email these to your Bookies — we need them to finalize everything with the Tax Authority.
When can I set up my BV? (and the deadlines)
This part gets a bit more technical, but we promise it's manageable.
The basic rule: 3 months of retroactive effect. You can always incorporate a BV with retroactive effect of up to 3 months. So if you incorporate in March, the BV can take effect as of 1 January of that year.
Want to contribute your sole proprietorship into the BV? There are two routes, each with its own deadline.
There are technically three ways to convert a sole proprietorship into a BV (asset-liability transaction, tax-neutral contribution, and taxable contribution), but in practice most entrepreneurs are choosing between these two:
Tax-neutral contribution (geruisloze inbreng). You don't settle up with the Tax Authority right now over hidden reserves, goodwill, or the fiscal old-age reserve; that tax claim rolls forward into the BV. You also don't have to pay transfer tax on a business property, if you have one.
Taxable contribution (ruisende inbreng). You "discontinue" your sole proprietorship and sell it to your new BV. In this case, you do settle up immediately on the discontinuation profit (hidden and fiscal reserves, goodwill). That sounds less appealing, but in specific situations it can actually be more advantageous — for example, if there are few hidden reserves.
We'll look together during your consult at which option fits you best. What matters most is timing, because both routes are bound to strict Tax Authority deadlines:
Want to contribute your business through a tax-neutral contribution with retroactive effect to 1 January? Then you must have a letter of intent (pre-agreement) registered with the Tax Authority by 1 October of that year. This is a standard document you send by post (and which carries no further obligation if you later decide to do something else). The actual incorporation and contribution can follow later: they must be completed by 31 March of the following year at the latest.
Want to contribute your business through a taxable contribution with retroactive effect to 1 January? The same 1 October letter-of-intent deadline applies, but the incorporation and contribution must already be completed before 1 October of that same year (the retroactive period here is a maximum of 9 months from the start of the financial year).
Miss these deadlines? Then the retroactive effect lapses, and the date of the actual contribution becomes the start date instead. That can affect your tax position, so don't wait too long to plan ahead.
Not 100% sure yet, but curious about your options? We recommend registering an intention with the Tax Authority before 30 September without it committing you to anything. That way you keep the door open without having to make a final decision yet.
What changes in my bookkeeping?
Once The Bookie takes over the bookkeeping for your BV, we do more than we did for your sole proprietorship. Alongside VAT returns, annual figures, and your personal income tax return, we also handle your payroll administration, corporate income tax return, and (where applicable) dividend processing.
Employment contract: do I need to put myself on the payroll?
Yes. As a director-major shareholder (DGA), you are, for tax purposes, both director and employee of your own BV at the same time. That means you give yourself an employment contract and pay yourself a salary through the payroll administration.
Important to know: the Tax Authority prescribes a minimum salary, known as the customary salary (gebruikelijk loon). In 2026, that standard amount is €58,000 per year. Your customary salary is whichever is highest of:
this standard amount, or
the salary that fits a comparable position in regular employment, or
the salary of the highest-paid employee in your BV.
So paying yourself only through dividends, without a salary, isn't allowed. In some situations (for example, a starting BV with limited liquidity, or part-time work) a lower salary can be agreed, but you'll need to be able to substantiate that properly. Your Bookie will help you with this.
Management fee: what is that?
If you have both a holding and an operating company, you as director usually perform your work through the holding, for the benefit of the operating company. Instead of having an employment contract with the operating company, the holding then invoices the operating company a management fee: compensation for the management services you provide as director.
Why set it up this way?
It keeps the structure clear: the holding "rents out" your work as director to the operating company.
It makes it easier to separate assets (and risk) held in the holding from the operational activities in the operating company.
Here too: the amount of the management fee must be at arm's length (market-conform), and through the holding you, as DGA, still remain obligated to pay yourself a customary salary. Wondering whether a management fee structure fits your situation? We're happy to discuss that during your consult.
Current account: borrowing from your own BV
The current account (rekening-courant, or RC) is essentially a running account between you privately and your BV, on which money is booked back and forth: sometimes the BV borrows from you, sometimes you borrow from the BV. To document this properly, you sign a current account agreement (rekening-courantovereenkomst), setting out agreements on things like interest and repayment. Note that this isn't always necessary.
Why is it important to arrange this properly?
Without a clear agreement and an arm's-length interest rate, the Tax Authority can classify a loan as disguised dividend or salary, resulting in additional tax assessments. Your Bookie will explain when this isn't needed.
There's a hard limit: if you (together with your tax partner) borrow more than €500,000 from your own BV, the amount above that is taxed as income from a substantial shareholding (the so-called Excessive Borrowing Act, Wet excessief lenen). A mortgage debt on your own home with a mortgage right in favor of the BV generally doesn't count toward this.
In short: borrowing a bit from your own BV is possible, but always document it properly and keep an eye on the limit. Your Bookie is happy to think this through with you.
Holding and private: where does the business end and your wallet begin?
One thing that takes some getting used to when moving from a sole proprietorship to a BV: your BV's assets aren't automatically your private assets. With a sole proprietorship, that line is blurry; with a BV, it's rock solid.
Money that's in the BV belongs to the BV. If you want to move it into your private funds, you'll need to use one of these official routes:
Salary (through your employment contract, see above), taxed in Box 1.
Dividend, taxed in Box 2 (see below).
Current account / loan, subject to the limits mentioned above.
Simply "withdrawing" money the way you would with a sole proprietorship no longer exists. Everything that moves from the BV to your private account needs to be properly recorded and accounted for. That takes some adjusting, but it also keeps your finances clear and organized, which is exactly what your Bookie is here for.
Dividend: how do I take profit out of my BV?
If your BV has made a profit (after corporate income tax), you can distribute it as dividend to the shareholders. Here's how it works, in short:
The board and the shareholders' meeting need to approve the distribution.
Your BV withholds 15% dividend tax and remits it to the Tax Authority within a month.
As a private individual, you report the dividend in Box 2 of your income tax return. The dividend tax already withheld is offset against this, so it's a prepayment, not an additional tax.
In 2026, you pay 24.5% in Box 2 on the first €68,843 of income from a substantial shareholding, and 31% on the remainder.
Do you have both a holding and an operating company? When the operating company distributes profit to the holding, that's usually exempt from dividend tax and corporate income tax thanks to the participation exemption (see also "Operating company and holding company" above). It's only when the holding itself distributes to you privately that the Box 2 tax comes into play. That gives you the freedom to decide for yourself when that moment happens.
Torn between salary, dividend, or borrowing through the current account? That's exactly the kind of question your Bookie is happy to work through with you.
All deadlines at a glance
What | Deadline |
Registering a letter of intent for tax-neutral or taxable contribution (retroactive effect from 1 January) | By 1 October at the latest |
Completing incorporation and contribution for a taxable contribution | By 1 October (same year) at the latest |
Completing incorporation and contribution for a tax-neutral contribution | By 31 March (following year) at the latest |
Incorporating a BV with retroactive effect (general rule) | Maximum of 3 months back |
Remitting dividend tax after a distribution | Within 1 month of the distribution |
Current account / borrowing limit from your own BV | Above €500,000, the excess is taxed in Box 2 |
Note: these are the tax deadlines for contributing your sole proprietorship. These are not VAT deadlines — VAT deadlines are, and always remain, hard deadlines with no extensions available.
Still have questions?
As we said at the start: we'd rather explain something one time too many than one time too few. Don't see your question here, or just want to talk through your specific situation? Book a consult with your Bookie, and we'll work through it together.