Choose a legal structure
When you start a business, you need to choose a legal structure. For example, a sole proprietorship, private limited company (BV), or general partnership (VOF). Choose the legal structure that best suits your situation. Consider, for example, how you want to arrange liability, whether you want to cooperate with others, and what is beneficial for taxes.
What is a legal structure?
A legal structure is the legal form you choose for your business. When you register with KVK, you have to register a legal structure. Among other things, it determines liability for debts and tax obligations.
Which legal structures are there?
There are legal structures with and without legal personality. With a legal structure without legal personality, you are liable with your private assets for your business's debts. This is usually not the case with a legal structure with legal personality.
Legal structures with legal personality
Legal structures without legal personality
- general partnership (VOF)
- limited partnership (CV)
The legal structures listed here are the ones most often chosen by Dutch businesses. There are other Dutch legal structures, for example a religious organisation or a legal entity under private law. And you can register most foreign legal structures in the Netherlands. Find more information on all legal structures used in the Netherlands on the KVK website.
Are you starting your company alone or with others?
Most starters choose a sole proprietorship. If you are alone, a sole proprietorship or private limited company (BV) is often a good option. If there are several of you doing business together, you can choose different legal structures. A partnership, for example. You can reduce many risks with insurance and good contracts.
Decide how much liability you want to have
In a sole proprietorship and general partnership (VOF), you are liable with your private assets for any business debts. Creditors can seize your private assets and those of your partner, for example. You can avoid your partner's liability with a prenuptial or partnership agreement. With a legal entity, such as a BV, you are only privately liable for the debts of your business in exceptional cases.
Find out if you can save on tax
As the owner of a sole proprietorship or general partnership, you pay income tax on profits. You are also often entitled to additional tax benefits, such as the private business ownership allowance. Especially in the starting phase, when your business makes relatively little profit, you are usually better off for tax purposes with a sole proprietorship or VOF.
With a BV, you pay corporate income tax and possibly dividend tax. The director-major shareholder (DGA) also pays income tax on their salary and on dividends paid. The BV must pay the director and major shareholder a salary in line with the market. This is called the ‘gebruikelijkloonregeling’ (customary salary scheme, in Dutch).
From a profit of around €150,000, you pay less tax on average with a BV than with a sole proprietorship or VOF. But the costs of a BV are higher. These include annual accounting obligations and auditor fees. A manager-director shareholder cannot claim the private business ownership allowance.
Requirements for setting up each legal structure
If you are starting a business, there are requirements you need to meet. The requirements differ per legal structure. You do not have to incorporate a sole proprietorship or a VOF. And you do not need any starting capital. You register the legal structure at KVK yourself. Other legal structures can only be set up through a civil-law notary. Like a BV, NV, or CV. You need a starting capital of €45,000 for an NV.