3 ways to convert a sole proprietorship into a bvThere are 3 ways to convert a sole proprietorship into a bv. Your bv will receive a new Chamber of Commerce KVK number. Read below what to do for each way.
1. Asset-liability transactionWith an asset-liability transaction you can quickly and easily convert your sole proprietorship into a bv. You sell all the assets and debts (liabilities) of the sole proprietorship to the newly established bv.
What do you have to do?You first set up the private limited company (bv) at the notary. The civil-law notary will then ensure that your bv is registered with the Netherlands Chamber of Commerce KVK. You also need an asset-liability document. The asset-liability document states which assets and debts you are selling to the new bv. You can draw up this document yourself, or have a civil-law notary or an (online) commercial provider draw it up. When converting your sole proprietorship via an asset-liability transaction, you do not need a notarial deed. You also do not need to provide the document to the Tax Administration for approval. Because you end your sole proprietorship, you may have to deal with discontinuation profit. Also see the Tax Administration information on .
2. Transfer of assets subject to taxDo you want to retroactively convert your company into a private limited company (bv) and sell it within 3 years? Then a transfer of assets subject to tax (ruisende inbreng) is the most suitable way.
What do you have to do?
You send a letter of intent to the Dutch Tax and Customs Administration. In the letter you let them know that you are converting your sole proprietorship to a private limited company, subject to tax. You draw up the letter of intent with an accountant or specialist. Then you set up the private limited company at the notary. The notary will draw up a deed of transfer. This contains all the assets and liabilities of your sole proprietorship that are transferred to the private limited company (bv). The notary then ensures the registration of the bv and deregistration of the sole proprietorship at KVK. The bv continues with the current book values on the balance sheet. Because you end your sole proprietorship, you may have to deal with discontinuation profit.
From 1 January 2022Would you like to transfer your sole proprietorship with retroactive effect from 1 January, subject to tax? Then you must send a letter of intent (in Dutch) to the Dutch Tax and Customs Administration within 3 months. You must do this before 1 April of the current year if you want it to take effect on 1 January. The results booked from 1 January will then appear on the balance sheet of the private limited company (bv). This will save you taxes. You also do not need to keep a separate administration and annual accounts for the first months of that year. You then have until 1 October of that year to set up the bv and transfer your sole proprietorship into the bv.
3. Tax-free transfer of assetsWith the tax-free transfer of assets, also called silent transfer (geruisloze inbreng), you can also convert your sole proprietorship retroactively. In contrast to the transfer subject to tax, the company continues with the same book values. This is also the advantage of the tax-free transfer of assets: you do not have to pay taxes on the added value of your sole proprietorship. So, your new private limited company (bv) starts with a balance that is equal to the closing balance of the sole proprietorship.
What do you have to do?
Would you like to silently transfer your sole proprietorship to a private limited company with retroactive effect from 1 January? First, you draw up a letter of intent (in Dutch) together with your accountant or a specialist. You send this to the Dutch Tax and Customs Administration before 1 October of that year. Then you go to the notary. They must draw up a deed of transfer based on the contribution balance and contribution description.
If you have registered the letter of intent with the Dutch Tax and Customs Administration before 1 October, you have the option until 1 April of the following year to set up the bv and transfer the sole proprietorship into it through the notary. The notary then takes care of the registration of the bv and deregistration of the sole proprietorship at KVK.