Step-by-step plan: Changing your business structure
Read how to arrange changing your business structure at the Netherlands Chamber of Commerce KVK. And what else you should take into account. For example, you will receive a new KVK number. And you must pass on your new legal structure to, among others, the Netherlands Tax Administration, your bank, and your insurer.
Maybe you have already chosen a new legal structure. Are you still unsure? Use the Tool for choosing a Dutch legal structure to help decide what suits you best. Many entrepreneurs with a sole proprietorship choose a bv. This can be beneficial for taxes. They are also no longer personally liable.
You can change some legal forms yourself. For example, a professional partnership (maatschap) or general partnership (VOF). You do this by creating a contract. For legal structures with legal personality, this must be done through a civil-law notary.
Check this overview of business structures in the Netherlands for information on the different legal forms and whether you need to go to a notary.
KVK will update the Business Register. You will then be issued with a new KVK number.
For private limited companies (BV), public limited companies (NV), foundations, associations, or cooperatives:
The civil-law notary will notify KVK of your new legal structure.
For sole proprietorships, VOFs, CVs, or maatschappen:
You must notify KVK of your new legal structure yourself. The forms you need to use depend on your specific situation:
> From sole proprietorship to VOF
> From sole proprietorship to maatschap
Settle with the Netherlands Tax Administration
KVK passes on the change of legal form to the Netherlands Tax Administration (Belastingdienst). The Tax Administration sees this as ending the old company and starting a new one. So you must sometimes pay income tax over the discontinuation profit (stakingswinst) based on the value of your business in its old legal structure.
Check which taxes you must pay
You may also have to pay different taxes with your new legal form, for example corporate tax (vennootschapsbelasting).
Existing arrangements stay the same
Agreements you have with the Tax Administration for VAT will still apply. For example, whether or not you are an entrepreneur for tax purposes. And if you should use cash accounting (kasstelsel, in Dutch) or invoice accounting (factuurstelsel, in Dutch). Your VAT obligations and tax debts are also transferred.
Give your new VAT ID to business partners
You will also receive a new VAT number and VAT identification number. You must pass your new VAT ID number on to your business partners.
Request a new G-account
Do you have a G-account? It is linked to your VAT tax number and your payroll tax number, if you have one. If your legal form changes, your existing G-account agreement can no longer be used.
- Close your old G-account yourself with the Tax Administration and with your bank
- Make a new G-account agreement with the Tax Administration with your new VAT tax number and payroll tax number, if you have one.
- Apply for a new G-account with your bank.
Report your new legal structure to:
Sometimes the bank will contact you. The name of your business account changes. Make sure you save all account information in the old name.
Your business often also has other products at the bank. Such as a business loan or credit card. Ask the bank to also convert these to the new buiness as well. Sometimes this is not possible because the legal structure has changed. The bank then checks again if you are allowed to have those products and if the conditions change.
Are you a business customer of The Netherlands Vehicle Authority (RDW)? Or do you have an RDW recognition or authorisation? For example, because you have a taxi company. Then report your new legal structure on RDW.nl (in Dutch).
Inform your existing insurer(s) that your business has adopted a new legal structure.You may want to change or take out new insurance policies. Such as a pension insurance. A liability insurance must also fit the new legal structure. For example, a directors' liability insurance if your company changes to a BV or NV.
Your business permits are often no longer valid if the legal structure of your company changes. You must convert your permits. For example, if you
- have approvals and permits (in Dutch) from the Dutch Food and Consumer Product Safety Authority NVWA.
You must apply for some permits again. In that case, there may be a reassessment to check if you are eligible for the permit.
Your business's contracts must be in the name of the new legal structure. To change this, contact the party you have the contract with. For example,
- insurances and permits
- internet and telephone subscription
- contracts with your clients
- rental and supply contracts (water, energy)
You need permission from the landlord to change the rental contract of your business premises.
If you have employees, you must close your payroll administration. Then register again as an employer with the Tax Administration. You will then receive a new payroll tax number.
If you have changed your legal structure, also inform:
- your employees
- the salary administrator
- the Employee Insurance Agency (UWV)
- the health and safety service (arbodienst)
- the pension fund
Perhaps there are different rules for your administration if you get a new legal structure. For example, it is mandatory for a BV to draw up financial statements but this is not mandatory for a sole proprietorship. Also consider adjusting your website, stationery, and invoices. Read more about keeping business records.
You can transfer the business assets of your company to your new legal structure. For example your stocks. And assets such as computers, tools and machines.
You can also choose to keep these as private possessions. Then you buy them from your company and process this in your administration.
Ask for advice
If you need personal advice, contact KVK. They can guide you through the options.
Statistics: businesses by legal form
Number of business structures with and without corporate (legal) personality.