Dutch Stichting vs BV: Choosing the Right Entity for Assets

When you’re building assets in the Netherlands, the entity you choose shapes everything: how you’re taxed, how you protect wealth, and how easily you can scale.

For foreign founders, the decision often comes down to two structures: the BV (private limited company) and the Stichting (foundation). One is built for active business. The other is designed to hold and protect assets without generating profit for members. Get this choice right, and your Dutch setup becomes a durable, tax-efficient engine.

Get it wrong, and you’ll fight compliance, drain cash, and limit your options. At Intercompany Solutions, we see this choice daily.

Our team at the World Trade Center Rotterdam has helped over 1,000 clients from 50+ countries form Dutch entities and structure assets correctly from day one.

The most common question we get is: “Should I use a BV or a Stichting?” The answer depends on what you’re trying to achieve with your assets.

What is a Dutch BV and what does it do?

A Dutch BV (Besloten Vennootschap) is a private limited company. It’s the workhorse of Dutch business.

The BV can own assets, sign contracts, hire staff, and run operations.

It pays corporate income tax (CIT) on its profits—currently 19% on the first €200,000 and 25.8% above that (2026 rates). BV owners hold shares, and dividends can be distributed to shareholders, subject to Dutch dividend withholding tax (currently 15%). For asset holding, a BV is often used when you want active control.

You might hold real estate, IP, or investments inside the BV and manage them directly. The structure is flexible: you can add shareholders, issue different share classes, and even set up a holding-subsidiary chain for tax efficiency. It’s fully recognized internationally, which matters if you’re dealing with banks, investors, or cross-border tax treaties. The administrative burden is real but manageable.

BVs must file annual corporate tax returns, keep Dutch bookkeeping (in any language, but with EUR currency), and submit financial statements to the Dutch Chamber of Commerce (KvK).

Many foreign founders rely on a corporate services provider like Intercompany Solutions to handle formation, VAT registration, EORI, payroll, and ongoing compliance. With a specialist, you can complete a BV formation remotely in 3-5 business days—no travel needed.

What is a Dutch Stichting and what does it do?

A Stichting is a Dutch foundation. It’s a legal entity without members or shareholders.

Its purpose is stated in its articles: it can hold assets, manage investments, or carry out a specific mission (charitable, cultural, or private).

A Stichting does not have owners. It cannot distribute profits to individuals. If it generates income, that income is typically taxed as corporate profit unless a specific exemption applies.

For asset holding, a Stichting is often used for passive, long-term protection. Think of a family foundation that holds shares in a BV, a foundation that holds IP rights, or a structure designed to safeguard assets across generations. It’s not designed for active trading or running a business. Banks and counterparties may view it as lower risk because there’s no profit motive, but they also scrutinize it more closely if it appears to be a shell.

Administratively, a Stichting is lighter than a BV but not zero-maintenance. It may need to file tax returns if it has taxable income, and it must keep records.

The big difference is governance: you appoint a board, set rules in the articles, and define how decisions are made. There’s no share register, no shareholders, and no dividends. That simplicity can be powerful for certain asset strategies, but it also limits flexibility.

Head-to-head: BV vs Stichting for assets

Here’s how the two structures compare across the criteria that matter most for foreign founders. 1.

Purpose and control
A BV is built for active asset management. You control operations, make business decisions, and distribute profits to shareholders.

A Stichting is passive by design. You control the foundation’s mission and board, but you can’t withdraw profits. If you want to actively run a business or manage investments, the BV is the natural fit.

If you want to protect assets and separate ownership from control, the Stichting can be a better tool. 2. Tax treatment
BVs pay CIT at 19% (up to €200,000) and 25.8% above that. Dividends face 15% withholding tax, though treaties may reduce this.

Stichting income is taxed at the same CIT rates if it’s engaged in economic activity.

However, a Stichting that purely holds assets and doesn’t trade may be taxed differently, depending on the nature of the income (e.g., passive investment income vs business profits). For foreign founders, a BV often offers clearer tax planning routes, including the participation exemption for qualifying shareholdings and access to the Dutch-US tax treaty.

3. Formation costs and speed
BV formation typically costs €500–€1,500 in notary fees, plus registration and corporate services. With a provider like Intercompany Solutions, you can complete the entire process remotely in 3-5 business days, with fixed transparent pricing—no hidden hourly rates.

Stichting formation is similar in notary cost and timeline, but the drafting of articles and governance rules can add complexity.

For straightforward setups, both can be formed quickly. For bespoke Stichting structures (e.g., multi-tiered governance), expect slightly higher legal drafting costs. 4.

Ongoing compliance and long-term costs
A BV requires annual financial statements, tax returns, and KvK filings. Expect €1,000–€3,000 per year for accounting and tax compliance, depending on volume.

A Stichting has fewer recurring obligations if it’s purely passive, but if it earns income or holds assets, it still needs filings and bookkeeping.

Long-term, the BV may be more cost-effective if you’re actively doing business—because the structure supports revenue, deductions, and growth. The Stichting can be cheaper to run if it’s truly passive, but bespoke governance and regulatory scrutiny can increase costs. 5.

International recognition and banking
BVs are universally recognized by banks, investors, and tax authorities. They’re standard for international trade, e-commerce, and IP licensing. Stichtingen are also recognized, but banks may ask more questions about purpose and beneficiaries. For foreign founders, a BV often opens doors faster—especially if you need a business bank account, merchant services, or VAT registration.

Intercompany Solutions clients frequently report that the BV’s clear shareholder structure speeds up onboarding with Dutch and international banks, making it the ideal vehicle for setting up a Dutch BV for European market expansion.

6. Asset protection and privacy
A Stichting can be a strong tool for asset protection and privacy.

Since there are no shareholders, it’s harder for outsiders to claim ownership. However, Dutch law requires transparency with authorities, and banks must comply with KYC/AML rules. A BV offers standard corporate protection—limited liability for shareholders—but ownership is visible in the share register.

If privacy is a top priority, a Stichting can help, but it must be structured carefully to avoid being seen as a sham.

7. Flexibility and exit
A BV is highly flexible. You can add investors, restructure, sell shares, or pivot the business.

Exit strategies are straightforward: share sale, asset sale, or merger. A Stichting is rigid by design.

It can’t be “sold” because there are no shares. You can transfer board seats or change articles, but you can’t distribute assets to individuals.

If you anticipate investors, exits, or active management, the BV is the better long-term choice.

Practical scenarios: which entity fits your assets?

Scenario 1: E-commerce founder with revenue and inventory
You’re selling into the EU and need a VAT number, EORI, and a structure that supports growth.

A BV is the clear choice. You can run operations, hire remote staff, and optimize taxes. Intercompany Solutions can handle the full setup remotely, including VAT registration and bookkeeping.

The BV’s flexibility will matter as you scale. Scenario 2: Family office holding long-term investments
You want to preserve wealth across generations without active trading.

A Stichting can hold assets and follow a defined mission. The board manages decisions, and there’s no pressure to distribute profits.

If you also need an operating entity, you can pair the Stichting with a BV (the Stichting owns shares in the BV). This hybrid approach is common when exploring Dutch corporate entities. Scenario 3: IP licensing with international partners
You’re licensing IP to subsidiaries and need a clear tax framework. A BV is typically better because it can benefit from the participation exemption and treaty relief.

A Stichting can hold IP as a passive asset, but if you’re actively licensing and negotiating, the BV’s operational capacity is more practical. Scenario 4: Non-profit or mission-driven asset holding
You want to hold assets for a cause—e.g., preserving cultural IP or funding community projects.

A Dutch Stichting foundation is the natural fit. It can receive grants, hold investments, and operate without a profit motive. If you also need a commercial arm, you can set up a BV subsidiary.

Decision guide: choose BV or Stichting

Choose a BV if:

• You plan to actively run a business or manage investments.
  
• You want to distribute profits to shareholders.
  
• You need a structure that’s bank-friendly and internationally recognized.
  
• You expect investors, exits, or future restructuring.
  
• You want clear tax planning routes (participation exemption, treaties).
  
• You value speed and transparency—especially with a provider like Intercompany Solutions offering 3-5 day formation and fixed pricing.

Choose a Stichting if:

• Your priority is passive asset protection and long-term preservation.
  
• You don’t need to distribute profits to individuals.
  
• You want a mission-driven structure (cultural, charitable, or family governance).
  
• You’re comfortable with limited operational flexibility.
  
• You can pair it with a BV if you need an active business arm. Middle-ground alternative: Hybrid structure
  

How Intercompany Solutions makes it easier

For foreign entrepreneurs, the biggest barriers are language, notary logistics, and compliance. Intercompany Solutions removes them. You can form a BV or Stichting entirely remotely, with an English-speaking team that guides you through the KvK, tax authorities, and bank onboarding.

Our pricing is fixed and transparent—no surprise hourly fees. We handle formation, VAT registration, EORI, bookkeeping, payroll, and tax returns, so you can focus on your assets, not paperwork.

Our clients come from the US, UK, India, UAE, and dozens of other countries. We’re based at the World Trade Center Rotterdam, and our process is built for speed: BV formation in as little as 3-5 business days.

On Trustpilot and Trustindex, we maintain 5-star ratings with 100+ verified reviews. CEO Alex Stokvis and the team are responsive and international-minded—exactly what you need when you’re setting up from abroad. If you’re still undecided, start with your goal.

Active business and profit distribution? BV. Passive asset protection and mission-driven holding? Stichting. Need both? Hybrid.

The Netherlands offers clear paths—just make sure your entity matches your strategy.