Sole proprietorship, partnership or BV? How to choose the right legal structure
When you start a business in the Netherlands, you choose a legal structure. Sole proprietorship, partnership, BV or foundation: how do they differ in liability, tax, costs and admin? And when does a BV make sense?
Anyone starting a business in the Netherlands has to choose a legal structure. For most freelancers, that's a sole proprietorship (eenmanszaak). But what if you're starting out with someone else? And when is a private limited company (besloten vennootschap, or BV) the smarter choice?
Your legal structure determines how your business is set up legally: who's liable, how you pay tax and how much admin you have. In this article, we compare the main options. Amounts apply to 2026, and most official sources are in Dutch.
With or without legal personality
The key distinction is whether your structure has legal personality. According to Ondernemersplein (opens in a new tab), the government's portal for entrepreneurs, it works like this:
Without legal personality (sole proprietorship, general partnership, professional partnership, limited partnership), there's no separation between your personal assets and those of your business. If your business can't pay its debts, you may have to cover them from your own pocket.
With legal personality (BV, NV, foundation, association), the business itself is liable. As a director, you generally aren't, except, for example, if you fail to perform your duties properly.
The structures at a glance
Sole proprietorship (eenmanszaak). You start on your own, quickly and cheaply: there's a one-off €85.15 registration fee with the KVK (opens in a new tab). You're fully liable with your personal assets. You pay income tax on your profit and qualify for entrepreneur's tax breaks, such as the SME profit exemption.
Professional partnership (maatschap). Designed for the liberal professions, such as dentists, architects or lawyers, who practise together. Each partner is usually liable for an equal share, depending on the partnership agreement. Read more about the maatschap (opens in a new tab).
Limited partnership (commanditaire vennootschap, or CV). A general partnership with one or more silent partners who contribute money but don't take part in management. The managing partner is fully liable. A silent partner can only lose what they put in.
Private limited company (BV). You set up a BV through a civil-law notary, on your own or with others. No start-up capital is required (opens in a new tab). The BV itself is liable for its debts. In a small BV, you're often both director and majority shareholder, known in Dutch as a dga. According to Ondernemersplein, notary fees average between €500 and €1,500, on top of KVK registration and higher admin costs.
Foundation (stichting). An organisation with a social or public-interest purpose. A foundation can make a profit (opens in a new tab), as long as it uses that profit to pursue its purpose. Suitable for a charity or a social project, not for earning your own income.
BV. The BV pays corporate income tax (opens in a new tab) on its profit: 19% up to €200,000 and 25.8% above that. As a dga, you pay yourself a salary. In 2026, this customary salary (opens in a new tab) (gebruikelijk loon) is at least €58,000, or more if a comparable job or the highest-paid employee in your BV earns more. Under certain conditions it can be lower, if you can show that a lower salary is reasonable. If you pay out profit as a dividend, you pay income tax on it in box 2 (opens in a new tab): 24.5% up to €68,843 and 31% above that.
When does a BV make sense?
There's no fixed tipping point. It depends on your profit, your personal circumstances and your plans. A BV often becomes more attractive when:
your profit is well above the customary salary, and you want to keep part of it in the business;
you face higher liability risks, for example on large projects;
you want to work with partners or attract investors;
the sole proprietor's tax breaks are worth less. With the self-employed deduction shrinking, that advantage keeps getting smaller.
On the other hand, a BV costs more and takes more work. You need a notary, a payroll for your own salary and annual accounts filed with the KVK. Most dgas have an accountant handle their books.
Calculator: sole proprietorship or BV in 2026?
Enter your expected revenue and costs and compare what you'd take home as a sole proprietor and through a BV. The calculation uses the 2026 rates and amounts described above.
Revenue before costs, in euros.
Business costs, excluding a director-major shareholder's salary.
BV costs, such as bookkeeping and an accountant. About €2,000 a year is an example, not a statutory amount. Default €0. Deducted before corporate tax.
At least 1,225 hours a year. Required for the self-employed deduction and the starter deduction. Each partner must meet the hours test themselves.
Extra starter deduction, only together with the hours criterion.
1 is a sole proprietorship. More than 1 is a partnership and profit is split equally. Each partner must meet the hours test themselves.
At least the highest of €58,000, the wage for the most comparable employment, or the wage of the best-paid employee. Lower only when that is plausible.
When you pay out, the profit after corporate tax is distributed; with 'Keep in the BV', it stays in the company.
Sole proprietorship / partnership
Net income
€64,023.15
Tax
€35,976.85
Tax credits
€2,143.04
Zvw (health insurance) contribution
€3,851.34
Effective rate
35.98%
Entrepreneur deductions and SME exemption
€13,747.60
BV
Highest net in this calculation
Net income
€64,668.32
Net if fully paid out
€64,668.32
Tax
€35,331.68
Tax credits
€4,877.24
Zvw (health insurance) contribution
€2,813.00
Effective rate
35.33%
Salary
€58,000.00
Dividend
€34,020.00
Corporate tax (your share)
€7,980.00
Left in the company
€0.00
A BV pays more net income between about €95,000.00 and €406,000.00 of profit at a salary of €58,000.00. The largest advantage in that band is about €6,031.12.
Sole proprietorship / partnership, Net income €64,023.15. BV, Highest net in this calculation, Net income €64,668.32
An indication based on 2026 tax rates. Includes the general tax credit, the labour credit and the Zvw contribution. The DGA is not insured for employee insurance schemes; you do pay the Zvw contribution of 4.85%. The self-employed and starter deductions follow your hours-criterion answer, without loss relief. The SME profit exemption (12.7%) applies with or without the hours criterion. BV costs (incorporation costs, administration, accountant) are only included if you enter them; default €0. Not included: box 3, employer charges on the DGA salary, and a fiscal partner (who can split box 2). The 'Highest net' label always compares as if all profit is paid out. The salary is the amount you entered, and the age is below the state-pension age. Your real result can differ by thousands of euros. Have a tax adviser or accountant advise you when you choose a legal form.
This is an indication, not tax advice.
The bottom line
For most new freelancers, a sole proprietorship is the logical first step: simple, cheap and usually the most tax-efficient. As your profit or your risk grows, take another look at whether a BV suits you better. The decision tool on Ondernemersplein (opens in a new tab) (in Dutch) can give you a first indication.
Whichever structure you choose, xFreelance helps you stay on top of things. Manage your CV, clients and projects in one place, have your hours approved online by your client, and find jobs from different platforms on a single board.
