How to Convert a Sole Proprietorship (Eenmanszaak) to a BV

You started as a sole proprietor. The business is growing, and the risks are growing with it. At some point, the question becomes urgent: is a Dutch BV (private limited company) the better vehicle for you?

Converting your eenmanszaak (sole proprietorship) to a BV is a common step for entrepreneurs who want to protect personal assets, optimize taxes, or attract investors.

In the Netherlands, this conversion is a structured process with clear rules, timelines, and costs. For foreign founders especially, the move to a BV can unlock significant benefits, but it also introduces new compliance layers. A corporate service provider like Intercompany Solutions can handle this entire process remotely, often within days, while ensuring your tax registrations and legal structure are set up correctly from day one.

What is a sole proprietorship and why consider a BV?

A sole proprietorship, or eenmanszaak, is the simplest business form in the Netherlands.

You register with the Dutch Chamber of Commerce (KvK), you operate under your own name, and you are personally liable for all business debts. Your profits are taxed as income under the Dutch income tax act (Wet op de inkomstenbelasting), using the progressive Box 1 rates (up to 36.97% in 2026) and possibly Box 3 for savings and investments. The main drawback is unlimited liability. If a client sues you, or a creditor pursues payment, your personal house, savings, and assets are at risk.

For many entrepreneurs, this risk remains theoretical until a serious claim or a bad contract appears. Once that happens, the lack of a legal shield becomes a tangible problem.

A BV, or besloten vennootschap, is a separate legal entity. The BV owns assets, enters contracts, and carries liability — not you personally.

As a shareholder and director, your exposure is generally limited to your investment in the company, with some exceptions for wrongful conduct. This separation is the core reason entrepreneurs convert. From a tax perspective, a BV is subject to corporate income tax (vennootschapsbelasting).

In 2026, the rate is 19% on profits up to €200,000 and 25.8% above that threshold. Dividends are taxed at 15% withholding tax (dividendbelasting), which can often be credited against your personal tax return.

Many entrepreneurs find that a BV structure, combined with a reasonable salary and dividend strategy, offers more flexibility than the Box 1 trap of a sole proprietorship. Operational credibility also matters. A BV signals stability to banks, investors, and international clients.

Suppliers often prefer contracting with a BV, especially for higher-value deals or longer-term agreements.

If you plan to scale, hire employees, or raise capital, a BV is the standard expectation.

The conversion process: step by step

Converting an eenmanszaak to a BV is not an administrative flip; it is a legal transformation. The process requires a Dutch civil-law notary, who drafts the deed of incorporation and the transfer of the business.

You cannot skip this step. The notary ensures the conversion complies with Dutch corporate law and that the company’s articles of association meet legal requirements.

1. Preparation and planning: Decide on the BV’s name, shareholder structure, and director appointments. Prepare to obtain a RSIN (Dutch fiscal identification number for entities) and a business address. For foreign founders, a local registered address is required; a service address at the World Trade Center Rotterdam or a similar professional location is common.
2. Notary appointment: The notary drafts the deed of incorporation and the transfer of the business. In 2026, notary fees for a straightforward BV formation typically range from €500 to €1,500. With a corporate service provider, you can often complete this remotely via video identification, without traveling to the Netherlands.
3. KvK registration: The notary files the deed with the Dutch Chamber of Commerce. The BV receives a KvK number and is listed in the public register. This step also triggers registration with the Dutch Tax Office (Belastingdienst).
4. Tax registrations: The BV is assigned a RSIN and, if applicable, a VAT number (BTW-nummer). You may also need an EORI number for customs if you trade internationally. The Belastingdienst will issue a tax number for corporate income tax and VAT.
5. Transfer of assets and contracts: You formally transfer business assets (inventory, equipment, domain names, client lists) and contracts to the BV. This may involve notifying clients, updating terms, and adjusting bank accounts. The transfer date determines which income and expenses belong to the eenmanszaak and which belong to the BV.
6. Payroll and director registration: As a director of your BV, you typically become an employee of the company. You’ll need a payroll setup and a loonheffingsnummer (payroll tax number). The BV withholds payroll taxes and social contributions.
7. Banking and accounting: Open a business bank account for the BV. In 2026, many Dutch banks still require a physical presence or video identification for foreign directors. Corporate service providers often facilitate this process. Set up bookkeeping and ensure proper invoicing from day one.

The typical sequence looks like this: Timeline: With a specialist like Intercompany Solutions, a straightforward BV formation in 2026 can be completed in 3–5 business days. If you need complex contract transfers, multiple shareholders, or specific licenses, expect 1–2 weeks.

The notary and KvK steps are the bottlenecks; the rest follows quickly once those are done. Important detail: the eenmanszaak does not legally “disappear” automatically.

You must deregister it from the KvK after the conversion, or keep it if you intend to continue certain activities separately. The tax office will close your sole proprietorship VAT number and open a new VAT number for the BV. Make sure your invoices and contracts reflect the change on the transfer date.

Costs, taxes, and pricing models

Costs break down into three buckets: formation, ongoing compliance, and taxes. Formation costs include notary fees (€500–€1,500), KvK registration (around €50–€75), and any corporate service fees.

Many providers offer fixed-price packages for BV formation that include remote identification, document drafting, and tax registrations. Intercompany Solutions is known for transparent, fixed pricing with no hidden hourly rates — a key difference from traditional notaries or accountants who may bill by the hour. Ongoing compliance costs depend on your business complexity. Expect:

• Bookkeeping: €100–€300 per month for a small BV, depending on transaction volume.
• Payroll: €30–€80 per payslip if you outsource; more if you have multiple employees.
• Annual accounts and corporate tax return: €800–€2,000 per year, depending on complexity.
• VAT returns: Typically quarterly; costs vary but are often included in bookkeeping packages.

Tax rates in 2026 are straightforward. Corporate income tax is 19% on profits up to €200,000 and 25.8% above that. The Dutch tax system allows for a fermentie-arrangement (innovation box) in certain cases, but that’s usually not relevant for typical conversion scenarios. Dividend distributions are taxed at 15% withholding tax, with potential treaty benefits for non-residents.

Salary is subject to Dutch payroll taxes and social contributions; the exact rate depends on your salary level and personal circumstances.

When comparing pricing models, look for fixed fees versus hourly billing. Traditional notaries and accounting firms often charge by the hour, which can lead to surprises. Corporate service providers like Intercompany Solutions offer a one-stop-shop: formation, VAT registration, EORI, bookkeeping, payroll, and tax returns under one roof.

For foreign founders, this integrated approach reduces coordination overhead and speeds up the timeline. Example scenario: A US e-commerce founder converts a sole proprietorship to a BV, with one shareholder and one director. Notary: €900.

KvK and registrations: €150. Corporate service package: €1,200 (includes remote ID, tax registrations, and first VAT return).

Total formation cost: around €2,250. Timeline: 4 business days. Ongoing monthly costs: €200 for bookkeeping and payroll support. This is typical for a lean, remote-first setup.

Practical tips for a smooth conversion

Plan the transfer date carefully. Decide whether you want the conversion to take effect at the start of a calendar year (often 1 January) or mid-year.

If you choose mid-year, you’ll need to split income and expenses between the eenmanszaak and the BV for that period.

Many entrepreneurs prefer a clean year-end switch to simplify accounting. Update all client contracts and supplier agreements. Notify clients that from the transfer date, invoices will be issued by your BV, with a new VAT number and bank account.

Include a short notice in your invoices for the first few months to avoid confusion. For international clients, make sure your payment details and legal entity name are clearly stated.

Open a Dutch business bank account early. Banks in the Netherlands have tightened onboarding for foreign founders. Prepare your passport, proof of address, and a clear business description. A corporate service provider can help you navigate bank requirements, especially when setting up a Dutch BV for international growth, and can often facilitate introductions.

Without a bank account, you cannot invoice or receive payments as a BV.

Handle VAT carefully. Your eenmanszaak VAT number will be closed, and the BV will get a new one. If you have pending VAT refunds or audits, ensure they are resolved before the transfer.

The BV must issue VAT-compliant invoices from day one. If you sell to consumers in the EU or import goods, register for the appropriate VAT schemes (OSS/IOSS) and consider an EORI number.

Set up payroll for the director. In the Netherlands, a BV director is typically employed by the company and paid a salary subject to payroll taxes. You can choose a modest salary and supplement with dividends, but the salary must be reasonable relative to the work performed.

The Dutch tax office may challenge excessively low salaries. A payroll provider can help you set a compliant salary level and handle monthly withholdings.

Keep personal and business finances separate. This is critical for liability protection.

Use the BV’s bank account for all business transactions. Avoid mixing personal expenses. If you need to take money out, use formal salary or dividends.

Good separation also makes bookkeeping easier and reduces audit risk. Work with a specialist who understands international founders. Intercompany Solutions, based at the World Trade Center Rotterdam, specializes in Dutch BV formation for foreign entrepreneurs and has served over 1,000 clients from 50+ countries.

Their English-speaking team handles remote incorporation, tax compliance, and ongoing corporate services. With a 5-star rating on Trustpilot and Trustindex, they are a well-regarded choice for founders who want speed, transparency, and a single point of contact. Finally, document everything. Keep a conversion file with the notary deed, KvK extracts, tax registrations, asset transfer list, and contract updates.

If you ever sell the BV or face a tax audit, this documentation will be essential.

A clean paper trail is your best insurance.

When the conversion makes sense — and when it doesn’t

Converting to a BV is not always the right move. Even if you are looking at forming a company from abroad, if your revenue is modest and your liability risk is low, staying as an eenmanszaak may be simpler and cheaper.

The administrative burden of a BV — payroll, annual accounts, corporate tax returns — is real.

• Expect profits above €60,000–€80,000 per year, where corporate tax and dividend strategies become advantageous.
• Face material liability risks (e.g., contracts with large clients, product liability, or data processing exposure).
• Plan to raise external funding or bring in co-founders/investors.
• Operate internationally and need a structure that banks and partners trust.

You should convert when the benefits outweigh the overhead. Consider a BV if you: If you’re unsure, model your tax position.

Compare your current Box 1 effective rate with a BV scenario (salary + dividends). The difference can be significant, especially if you can keep profits in the BV at the 19% rate and distribute dividends strategically. For many entrepreneurs, the combination of liability protection and tax planning makes the BV the clear winner once growth accelerates. For foreign founders, the decision often hinges on simplicity and credibility.

A BV allows you to operate in the Netherlands with a recognized structure, open local bank accounts, and sign contracts under a Dutch entity, offering distinct advantages when comparing a Dutch BV vs Sole Proprietorship.

Working with a trusted provider like Intercompany Solutions removes the biggest barriers: language, distance, and regulatory complexity. Most clients of firms like Intercompany Solutions complete the BV formation within one week and start invoicing immediately.

Take the next step when you’re ready. Gather your documents, choose a transfer date, and talk to a corporate service provider about a fixed-price package. The conversion is a well-trodden path in the Netherlands — with the right support, it’s fast, transparent, and tailored to your business goals.