8 types of business structures in the Netherlands and which one to pick

Starting a business in the Netherlands means picking a legal structure before you’ve even picked a logo, and there are eight on the menu.

Your choice decides who pays if things go wrong, how you’re taxed, and how much paperwork lands on your doormat.

So, let’s run through your options. 

First things first: simple freelancing or an actual company?

For most internationals, it’s one of two options: freelancing as a zzp’er (self-employed professional) with an eenmanszaak (sole proprietorship), or setting up a BV (private limited company).

The key difference? With an eenmanszaak, you’re personally liable for business debts. A BV is its own legal entity, set up through a civil-law notary.

Many who go the BV route add a holding BV above it. Profits and assets parked in the holding sit in a separate company, safely away from the risks of the business itself.

The operating BV can also pass its profits up to the holding as dividends without the holding paying corporate tax on them a second time. That’s thanks to the participation exemption (deelnemingsvrijstelling).

Those are the big two, but let’s break them down individually and look at your other options. 

1. Sole proprietorship (eenmanszaak)

The eenmanszaak is the most popular pick for new entrepreneurs, according to Business.gov.nl, the government’s business portal. It’s fast to register and, early on, usually kinder to your tax bill than a BV.

However, there’s an important catch: if the business can’t pay its debts, creditors can come after your savings and even your home.

You’re limited to one eenmanszaak, though it can use several trade names and activities. Despite the name (literally “one-man business”), you can hire staff.

Not sure of the difference between an eenmanszaak and a freelancer or zzp’er? “Freelancer” and zzp’er simply describe how you work; they’re not the actual legal form of your business. 

In the Netherlands, most freelancers register with the KVK (the Dutch Chamber of Commerce) as an eenmanszaak.

2. Private limited company (BV)

A BV (besloten vennootschap) normally carries its own debts, not you. There are limits, though. 

You can still end up paying if you:

• neglect your director’s duties
• trade before the BV is registered
• personally guarantee a BV loan that goes unpaid

Setting up a BV requires a civil-law notary, but the capital requirement is only a whopping €0.01.

If you hold at least 5% of the shares in your BV, you’re what the Dutch call a DGA (director-major shareholder). That means the customary salary scheme (gebruikelijkloonregeling) applies, and you must pay yourself a market-rate salary, not a suspiciously tiny one.

A BV also pays corporate income tax on its profits, separate from the income tax on your salary, and has to file its annual accounts with the KVK every year.

Switching from an eenmanszaak to a BV

Many make the jump from an eenmanszaak to a BV later in their journey of owning their own business. They often do this to protect personal assets or because the tax maths favours a BV once profits climb.

In the Netherlands, switching structures means closing one business and opening another, with a fresh KVK number.

3. General partnership (VOF)

Going into business with someone? A VOF (vennootschap onder firma) lets two or more people or organisations trade under one name. 

You can start without any capital, and a written partnership agreement is optional, but skipping one is asking for trouble.

Why? Because every partner is on the hook for all the VOF’s debts, even those a fellow partner racks up. 

Without agreements, each partner can also sign contracts of any size for the business. Your co-founder’s sudden urge for a company car could quickly become your problem, too.

4. Professional partnership (maatschap)

Dentists, physiotherapists, and lawyers often team up in a maatschap, sharing a practice name. Like the VOF, it needs no start-up capital.

However, unlike a VOF, debts are split equally, so four partners each cover a quarter. This means you only answer for your own commitments, not your partners’.

5. Public limited company (NV)

An NV (naamloze vennootschap) also works with shares, but unlike a BV, they can change hands freely on the stock exchange.

With €45,000 needed to start, it’s probably not one for your side hustle. However, a growing BV can convert into an NV to raise more capital when the time is right.

6. Foundation (stichting)

A stichting serves a social, societal or idealistic goal rather than making money. Profits are allowed, as long as they go back into its mission.

And it’s not just for charities. In fact, museums, hospitals, broadcasters, and even professional football clubs can be stichtingen.

Stichtingen are run by a board (bestuur), which every foundation is required to have. With no members or shareholders around, the board gets the final say on everything.

You can add a supervisory board to keep an eye on it, but that’s optional. Board members are generally shielded from the foundation’s debts, though mismanagement can change that. 

If you want to set up your own stichting, you’ll need a notary to set one up, but no starting capital.

7. Association (vereniging)

Think sports clubs, neighbourhood groups or nature protection societies: a vereniging brings together two or more members with a common goal.

Members make decisions at the general members’ meeting, held at least once a year, with one vote each. Profits go back into the association, not into members’ pockets.

Associations come in two main flavours:

• Full legal capacity: set up by a notary as a legal entity, so directors are generally shielded from its debts.
• Limited legal capacity (informal): no notary, but fewer rights (no buying property, for instance). Unless it’s registered with the KVK, directors answer for its debts personally.

A close relative is the cooperative (coöperatie), a legal entity where independent business owners join forces, for example, to buy in bulk. Its articles decide whether members share its debts.

8. Limited partnership (CV)

A CV (commanditaire vennootschap) pairs at least one managing partner, who runs things, with at least one silent partner, who just puts in money.

Managing partners are fully liable for the CV’s debts. Silent partners aren’t personally liable, so the most they can lose is the money they put in. 

But if they start getting involved in running the business, they risk becoming personally liable too.

Note: A planned law is expected to replace the VOF and maatschap with a new “public partnership” (openbare vennootschap, OV). The CV will stay, and partnerships will get legal personality. The KVK says the law is still being prepared, with no start date, and existing partnerships don’t need to act yet.

What about a foreign company or branch?

If you’re already running a company abroad, it’s good to know that the Netherlands accepts every foreign legal structure except the sole proprietorship. 

To open a Dutch branch, you just need to register the foreign company with the KVK first. However, bear in mind that banks and insurers may want extra paperwork before working with a foreign company.

Understandably, it’s a lot of information to take in. If you’re still unsure of which legal structure you should opt for, this tool helps you choose one based on your circumstances.

Which structure did you go for, and would you pick it again? Let us know in the comments!