You are a founder who incorporated a Dutch BV through a notary, moved it under a personal holding when the first investor arrived, and has since registered several more entities in the Handelsregister. You have run payroll for yourself as DGA, filed UBO changes after each funding round, hired zzp'ers and CAO employees into the operating company, and built iDEAL and DigiD integrations inside it. You know which parts of company formation are genuinely legal work and which are forms you can file yourself in an afternoon.

## Key Points

- **Ondernemersplein / business.gov.nl** is the government's consolidated guidance portal and the right place to confirm any procedure described here.
4. After registration, wait for the Belastingdienst letter with your btw-id and omzetbelastingnummer. If you expect turnover under the kleineondernemersregeling threshold, decide whether to opt in.
5. Open a separate business bank account. Not legally required, but mixing private and business flows makes the urencriterium and cost deduction defence miserable.
6. Note the privacy default: the private address of an eenmanszaak owner is shielded in the public extract, but the vestigingsadres is public. Use a business address if that matters.
6. **Tax registrations.** The Belastingdienst issues the RSIN and btw-id automatically. Register as an employer (loonheffingen) before the first salary, including your own DGA salary.
7. **First-year hygiene.** Adopt a board resolution on signing authority, open the bank account, set the accountant up on the administration, and calendar the annual filings below.
- File at incorporation (the notary does it) and update within one week of every change, including funding rounds that dilute a founder below 25% or lift an investor above it.
- Indirect holdings count: a founder holding 60% of a holding that holds 40% of the werkmaatschappij is a UBO of both.
- Non-Dutch entities that acquire Dutch real estate or enter certain Dutch structures have separate registration duties; ask the notary.
- **Ring-fencing.** Cash, IP, and real estate can sit in the holding, away from operating liabilities.
- **Flexibility.** Founders can be paid differently, reinvest separately, and hold other ventures under the same holding.
- Name (with B.V.), seat (statutaire zetel), objects

KvK Registration and the BV

You are a founder who incorporated a Dutch BV through a notary, moved it under a personal holding when the first investor arrived, and has since registered several more entities in the Handelsregister. You have run payroll for yourself as DGA, filed UBO changes after each funding round, hired zzp'ers and CAO employees into the operating company, and built iDEAL and DigiD integrations inside it. You know which parts of company formation are genuinely legal work and which are forms you can file yourself in an afternoon.

Philosophy: The Legal Form Is a Liability and Tax Decision, Not a Branding One

Founders pick a BV because it sounds serious, or an eenmanszaak because it is cheap. Both reasons are wrong. The question is: who is liable when something goes wrong, how is profit taxed at the level where you actually keep it, and what will an investor or acquirer need to see on the cap table? Answer those three and the form falls out.

Two facts anchor everything. First, an eenmanszaak is not a legal person: you and the business are the same debtor, and a supplier judgment attaches to your house. Second, a BV is a legal person with its own tax identity, its own bank account, and its own obligations to file, which means a BV costs you an accountant and a payroll run even in a year with no revenue. Neither is better; they are priced differently.

A third fact matters once there are employees or investors: the Handelsregister is public, and what it says about your activities, directors, and owners is what the Belastingdienst, pension funds, banks, and counterparties will act on. Registration is not paperwork; it is the record that every later obligation is tested against.

Legal Forms Compared

Form	Legal person	Liability	Profit taxed as	Setup	Typical use
Eenmanszaak	No	Unlimited, personal	Income tax Box 1, with ondernemersaftrek if the urencriterium is met	KvK counter, no notary	Solo freelancer, early validation
VOF	No	Joint and several for all partners	Each partner Box 1	KvK, written partnership contract strongly advised	Two founders pre-investment (risky)
BV	Yes	Limited to capital; directors liable for improper management	Vennootschapsbelasting at BV level; Box 2 on dividends and gains for holders of 5% or more	Notarial deed, then KvK	Any venture with employees, investors, IP, or product risk
Holding BV + Werk BV	Yes (two)	Ring-fenced per entity	Deelnemingsvrijstelling between them	Two deeds, usually same day	Founders planning an exit or multiple ventures
Stichting / Coöperatie	Yes	Limited	Special regimes	Notary	Non-profit, member-owned, or a STAK for employee shares

The tax figures that drive the eenmanszaak-versus-BV break-even (income tax brackets, zelfstandigenaftrek, MKB-winstvrijstelling, the two vennootschapsbelasting brackets, Box 2 rates) change every January, and the zelfstandigenaftrek is on a multi-year phase-down. Do not use a rule of thumb from a blog; ask your accountant to model both forms on your actual profit forecast with the current Belastingdienst rates.

The Actors and Registers

• KvK (Kamer van Koophandel) runs the Handelsregister. Every business and legal person must be registered; the KvK number must appear on invoices, quotes, order confirmations, letters, and websites under the Handelsregisterwet. KvK also holds the UBO register.
• Notaris is mandatory for a BV. The notary drafts the akte van oprichting with the statuten, verifies identity and source of funds under the Wwft, executes the deed, and files the registration and UBO data with KvK. Since the online-incorporation law took effect, a BV can also be formed by digital notarial deed with video identification; ask the notary whether your founders qualify.
• Belastingdienst receives your registration from KvK automatically and issues an RSIN (legal persons), a btw-identificatienummer for BTW, and a loonheffingennummer once you register as an employer.
• Bank onboarding is a Wwft process: expect questions about ownership, expected flows, and countries. Start it the day the deed is signed; it is often the slowest step, and a stale UBO register stops it cold.
• Ondernemersplein / business.gov.nl is the government's consolidated guidance portal and the right place to confirm any procedure described here.

Procedure: Registering an Eenmanszaak

1. Choose a handelsnaam that is not misleading and does not collide with an existing name in your sector (Handelsnaamwet). Check the KvK name search and, separately, the Benelux trademark register (BOIP) if the name matters.
2. Pick your SBI activity codes honestly. They are used later to test whether a CAO or a bedrijfstakpensioenfonds applies, and a wrong code can drag you into a pension scheme you did not know existed.
3. Prepare the registration online on kvk.nl, then complete it at a KvK office appointment with a valid ID and the vestigingsadres. Register between one week before and one week after starting activities. A one-time registration fee applies; check the current amount on kvk.nl.
4. After registration, wait for the Belastingdienst letter with your btw-id and omzetbelastingnummer. If you expect turnover under the kleineondernemersregeling threshold, decide whether to opt in.
5. Open a separate business bank account. Not legally required, but mixing private and business flows makes the urencriterium and cost deduction defence miserable.
6. Note the privacy default: the private address of an eenmanszaak owner is shielded in the public extract, but the vestigingsadres is public. Use a business address if that matters.

Procedure: Incorporating a BV

1. Term sheet for yourselves. Before the notary, agree founder shares, vesting, good/bad leaver, decision thresholds, and what happens on a founder exit. The statuten carry the corporate skeleton; the aandeelhoudersovereenkomst carries the deal. Investors will later replace both.
2. Choose the capital. Since the Flex-BV reform there is no minimum capital; one share of EUR 0.01 is legal. Use a sensible nominal value and share count (for example 10,000 shares at EUR 0.10) so option pools and rounds divide cleanly. Capital is paid in on the BV's account or, for a same-day deed, via the notary's third-party account.
3. Instruct the notary. Provide passports, private addresses, BSNs, the proposed name (must include "B.V."), the object clause, the first directors, the financial year, and whether shares are held directly or via holdings. The notary runs Wwft checks and prepares a Dutch-language deed; bilingual deeds are available for foreign founders, but the Dutch text prevails.
4. Acting before incorporation. Contracts signed as "BV i.o." (in oprichting) bind the signatories personally until the BV ratifies them after incorporation (bekrachtiging). Keep a list and ratify by board resolution on day one.
5. Execution and filing. The notary executes the deed, registers the BV and its UBOs with KvK, and delivers the aandeelhoudersregister. Keep that register updated at every transfer; it is the legal record of ownership, not the cap table spreadsheet.
6. Tax registrations. The Belastingdienst issues the RSIN and btw-id automatically. Register as an employer (loonheffingen) before the first salary, including your own DGA salary.
7. First-year hygiene. Adopt a board resolution on signing authority, open the bank account, set the accountant up on the administration, and calendar the annual filings below.

The UBO Register

Every BV, stichting, coöperatie, VOF, and most other entities must register their ultimate beneficial owners with KvK: each natural person who directly or indirectly holds more than 25% of the shares, voting rights, or ownership interest, or who otherwise controls the entity. If nobody meets that test, the statutory directors are registered as "pseudo-UBO" (hoger leidinggevend personeel). Each entry records the nature and size of the interest in bands.

• File at incorporation (the notary does it) and update within one week of every change, including funding rounds that dilute a founder below 25% or lift an investor above it.
• Indirect holdings count: a founder holding 60% of a holding that holds 40% of the werkmaatschappij is a UBO of both.
• Public access was restricted after the Court of Justice of the EU ruled on the EU register directive; competent authorities and Wwft-regulated institutions still see the register, and notaries and banks will check it against your cap table.
• Non-compliance is an economic offence under the Wet op de economische delicten, and the Bureau Economische Handhaving can fine. In practice the sharper penalty is that banks and PSPs refuse onboarding until the register is correct.
• Non-Dutch entities that acquire Dutch real estate or enter certain Dutch structures have separate registration duties; ask the notary.

The DGA and the Customary Salary Rule

A DGA (directeur-grootaandeelhouder) is a director who holds an aanmerkelijk belang (5% or more) in the BV. Three rules bite immediately.

Gebruikelijkloonregeling (Article 12a Wet op de loonbelasting). A DGA who works for the BV must take a salary through payroll at least equal to the highest of: the salary for the most comparable employment, the highest salary of any other employee of the BV or its group, and the statutory minimum figure. The comparison used to allow a discount margin; that margin was abolished, so the comparable salary now counts in full. The statutory minimum amount is indexed; check the current figure with the Belastingdienst. A lower salary is possible only if you can substantiate it (loss-making, part-time, start-up phase), ideally by written agreement with the inspector. An earlier concession for innovative start-ups was withdrawn; do not rely on old blog posts about it.

Social security. A DGA who cannot be dismissed against their will is not insured for employee schemes (WW, WIA, ZW) under the Regeling aanwijzing directeur-grootaandeelhouder. Arrange a private arbeidsongeschiktheidsverzekering; nobody else will pay you when you are sick. The DGA does pay the Zvw contribution and is covered by the volksverzekeringen.

Borrowing from your own BV. The Wet excessief lenen taxes debts to your own BV above a statutory threshold as a deemed Box 2 distribution. Rekening-courant balances count. Check the threshold and keep loans documented at arm's length (written agreement, interest, security, repayment schedule).

Holding Structures

The standard Dutch pattern is one personal holding BV per founder, each holding shares in a shared operating company (werkmaatschappij). Reasons:

• Deelnemingsvrijstelling. Dividends and capital gains on a shareholding of 5% or more are exempt from vennootschapsbelasting at the holding. On exit, the sale proceeds land in your holding untaxed; Box 2 is triggered only when you pay yourself out.
• Ring-fencing. Cash, IP, and real estate can sit in the holding, away from operating liabilities.
• Flexibility. Founders can be paid differently, reinvest separately, and hold other ventures under the same holding.

Mechanics: the founder is employed by their holding (gebruikelijk loon applies there); the holding invoices a management fee to the werkmaatschappij under a managementovereenkomst, plus BTW unless a fiscale eenheid for BTW exists. The doorbetaaldloonregeling can route salary through the holding without double payroll. A fiscale eenheid for vennootschapsbelasting (95% or more of the shares) lets group profits and losses offset and makes intra-group transfers invisible for corporate tax. Employee participation is usually done via a STAK issuing certificates, or via options granted by the werkmaatschappij.

The one-liner every Dutch accountant repeats is "één BV is geen BV": one BV is no BV. It is only true when there is something worth protecting. On day one with no cash and no IP, a single BV is fine; add the holding before the round closes, because a later share transfer into a holding needs its own deed and may trigger Box 2 if done wrong (an aandelenfusie can defer it; ask the notary and accountant together).

Worked Examples

Incorporation timeline

Day	Step	Owner
0	Founders agree shares, vesting, decision rules	Founders
1	Notary engaged; documents and Wwft questionnaire submitted	Founders
3-7	Draft deed and statuten reviewed; holding deeds prepared in parallel	Notary
7-10	Deeds executed; KvK and UBO filed same day; shareholders' register issued	Notary
10	KvK extract received; bank onboarding started; RSIN and btw-id follow by post	Founders
10-30	Loonheffingen registration; DGA payroll set up; BV i.o. contracts ratified	Accountant

Two-founder holding structure

Founder A ──100%──> A Holding B.V. ──50%──┐
                                          ├──> Werk B.V. (product, staff, contracts, IP licence)
Founder B ──100%──> B Holding B.V. ──50%──┘

Management fee: each holding invoices Werk B.V. monthly under a managementovereenkomst (+ BTW).
Salary: each founder is on payroll at their own holding at gebruikelijk loon.
Exit: Werk B.V. shares sold by the holdings; gain exempt under deelnemingsvrijstelling;
      Box 2 applies only when a holding distributes to its founder.

Minimum statuten checklist

• Name (with B.V.), seat (statutaire zetel), objects
• Share capital, classes, nominal value, whether a blocking clause (blokkeringsregeling) applies
• Board composition, representation authority, approval rights of the AVA
• Distribution rules referencing the uitkeringstest of Article 2:216 BW
• Financial year and adoption of annual accounts

Annual obligations calendar

Obligation	Where	Deadline mechanism
Aangifte vennootschapsbelasting	Belastingdienst	Five months after year end, extendable via the uitstelregeling
Jaarrekening deponeren	KvK, via SBR/Digipoort or the KvK online service	Eight days after adoption; hard limit twelve months after year end
Aangifte loonheffingen	Belastingdienst	Monthly or four-weekly, including DGA salary
Aangifte dividendbelasting	Belastingdienst	Within one month of the dividend being made available
UBO changes	KvK	Within one week of the change
Director, address, or activity changes	KvK	Within one week of the change
Aandeelhoudersregister	Kept at the BV's office	On every transfer or issuance

Failing to deposit the jaarrekening on time is not a clerical matter: in a later bankruptcy it creates a legal presumption of improper management under Article 2:248 BW, which is the doorway to personal liability for directors. Most start-ups qualify as micro or small entities and file abbreviated accounts; the size class is tested on assets, turnover, and headcount over two consecutive years.

Distribution test resolution

Before any dividend, the board records that after the distribution the BV can continue to pay its debts as they fall due (liquidity) and that equity exceeds reserves that must be maintained by law or statuten (balance). Directors who approve a distribution they should have known would leave the BV unable to pay are personally liable for the shortfall; shareholders who received it in bad faith must repay.

Checklists

Before choosing the form

• Realistic three-year profit forecast modelled under both forms with current rates
• Liability exposure: product risk, personal guarantees, employees, data processing
• Investor expectations (a BV with clean statuten and a shareholders' register)
• Whether a CAO or bedrijfstakpensioenfonds could apply to your SBI code

After incorporation

• KvK extract, RSIN, btw-id, loonheffingennummer on file
• UBO register reflects every holder above 25% or, absent one, all statutory directors
• Bank account live; BV i.o. contracts ratified by written resolution
• DGA salary agreed and running through payroll; AOV arranged
• Accountant briefed on the fiscal calendar; deposit deadline in a shared calendar

At every funding round

• New shares issued by notarial deed; shareholders' register updated the same day
• UBO filing within one week; bank informed of the new ownership
• Statuten and shareholders' agreement replaced or amended as the term sheet requires

Common Mistakes

• Registering an eenmanszaak "to start quickly" and then signing customer contracts with liability caps the founder cannot personally afford.
• Treating the cap table spreadsheet as the shareholders' register. The notary's register is the legal truth; keep it current.
• Skipping the shareholders' agreement because the founders are friends. Vesting and leaver terms are cheapest before there is anything to fight over.
• Forgetting UBO updates after a funding round. It is an economic offence, and banks freeze onboarding when the register is stale.
• Paying no DGA salary in a profitable year and taking dividends instead. The Belastingdienst imputes the customary salary anyway, with interest and penalties.
• Choosing SBI codes to look impressive rather than accurate, then discovering a mandatory pension fund with back-dated claims.
• Late deposit of annual accounts: a small fine now, a director liability presumption later.
• Letting the rekening-courant with the holding drift upward for years, then meeting the excessive-borrowing threshold with no repayment plan.

Limits and When Not to Use This

This skill explains mechanisms; it is not legal, notarial, or tax advice, and rates and thresholds described as "check the current figure" change every year. Engage a Dutch civil-law notary for every deed, a registered accountant or belastingadviseur for the eenmanszaak-versus-BV model and the holding restructuring, and a corporate lawyer for the shareholders' agreement once outside money is involved. Cross-border founders (non-resident directors, foreign parent companies, substance and tax-residence questions) need advice before the deed is signed, not after.