Setting up a BV: Complete Guide for 2026

Setting up a BV is an important step for many entrepreneurs. A BV offers protection for your private assets, tax advantages and projects a professional image to clients and partners. In this guide, we will take you step by step through the entire process of setting up a BV in 2026.

Why set up a BV?

A private limited company (BV) is the most chosen legal structure for entrepreneurs in the Netherlands. This is for good reason. A BV offers a number of significant advantages over a sole proprietorship or a general partnership (VOF).

The main advantage is the limitation of liability. As an entrepreneur, you are in principle not personally liable for the BV's debts with your private assets. This means that if the company unexpectedly goes bankrupt, your home and savings are protected. Please note: this only applies if there is no mismanagement or personal guarantees.

In addition, a BV offers tax advantages. With profits exceeding approximately €100,000, the BV structure is often more tax-efficient than a sole proprietorship. You then pay corporation tax instead of income tax, which can lead to significant savings.

BV vs. sole proprietorship vs. VOF

Choosing the right legal structure is one of the first and most important decisions you make as an entrepreneur. Each legal structure has its own advantages and disadvantages in terms of liability, taxes and flexibility. Below, we compare the three most common legal structures in the Netherlands.

The sole proprietorship is the simplest and cheapest option, but it offers no separation between private and business assets. The VOF is suitable if you are starting a business with others, but here too, all partners are jointly and severally liable. The BV offers the most protection and flexibility, but it involves higher formation costs and administrative obligations. For entrepreneurs with a turnover above €100,000 or activities with liability risks, the BV is almost always the wisest choice.

Legal framework: Book 2 of the Dutch Civil Code and the Flex-BV

The law governing the private limited company is regulated in Book 2, Title 5 of the Dutch Civil Code. This part of the Civil Code contains all legal provisions on the formation, management, shareholder meetings, annual accounts and dissolution of the BV.

In 2012, the legislation concerning the BV was radically changed with the introduction of the Flex-BV Act. The most important change was the abolition of the minimum capital requirement of €18,000. Since then, you can set up a BV with a share capital of just €0.01 per share. In addition, the mandatory bank declaration for cash contributions has been abolished, and the accountant no longer needs to issue a contribution statement for contributions in kind under certain conditions.

The Flex-BV Act has also given shareholders more freedom to arrange the articles of association as they see fit. For example, shareholders can fully determine the transfer restriction clause (the rules for transferring shares) or even exclude it altogether. Voting rights can also be arranged more flexibly: it is now possible to issue non-voting shares or non-profit shares. This flexibility makes the BV particularly suitable for a wide range of business forms, from start-ups with multiple investors to family businesses with complex structures.

Step 1: Preparation and planning

Before you go to the civil-law notary, it is wise to prepare a number of things thoroughly. Consider the following points:

• Company name: Check with the Chamber of Commerce (KvK) whether your desired name is still available.
• Share structure: How many shares do you want to issue and at what value?
• Director and shareholder: Who will be the director and who will hold the shares?
• Registered address: Where will the BV be registered?
• Financial year: Does the financial year run concurrently with the calendar year, or will you choose a different financial year?

Step 2: Drafting the articles of association

The articles of association form the foundation of your BV. They contain the most important rules about the organisation and operation of the company. The articles of association must at least include:

• The name of the BV
• The registered office (place of establishment)
• The object of the company
• The authorised capital and the shares
• Rules on the management board and the general meeting
• Provisions on the appropriation of profit
• Transfer restriction clause for the transfer of shares

Although the civil-law notary can provide standard articles of association, it is wise to have them reviewed by a corporate lawyer. This prevents problems in the future, for example, in case of conflicts between shareholders or upon the sale of the company.

Step 3: Notarial deed of incorporation

The incorporation of a BV must take place before a civil-law notary. The notary drafts the deed of incorporation, which includes the articles of association. As a founder, you must be able to identify yourself, and the notary will verify your identity.

Since the introduction of the Flex-BV in 2012, there is no longer a minimum capital requirement of €18,000. You can set up a BV with just €0.01 of capital. However, as a founder, you must declare that you can pay the paid-up amount. This is called the payment obligation.

The costs for the civil-law notary are usually between €400 and €1,000, depending on the complexity and any additional services.

Step 4: Registration with the Chamber of Commerce (KvK)

After incorporation, the BV must be registered with the Chamber of Commerce. The civil-law notary can arrange this for you, but you can also do it yourself. The registration costs approximately €85.

Important: until the BV is registered with the Chamber of Commerce (KvK), you are acting as a director of a company in formation (i.o.). This means you are personally liable for actions you take on behalf of the BV during this period. Therefore, ensure that the registration takes place soon after incorporation.

Step 5: Registering with the Tax and Customs Administration

The Tax and Customs Administration automatically receives notification of the Chamber of Commerce (KvK) registration. You will then receive a letter with your VAT number and payroll tax number (if you are going to hire staff). Make sure you file your tax returns on time and maintain proper records.

Step 6: Opening a business bank account

A BV must have its own business bank account. Never mix private funds with business funds. Most banks offer special business accounts. Keep in mind that opening a business account can take several weeks due to extensive verification procedures.

Common mistakes when setting up a BV

In our practice, we regularly see entrepreneurs make mistakes when setting up their BV. The most common are:

• No shareholders' agreement: If you are setting up a BV with others, a shareholders' agreement is essential to record your arrangements.
• Standard articles of association without customisation: Standard articles of association do not take your specific situation and wishes into account.
• Unclear object clause: A too restrictive object clause can cause problems if your company grows or develops new activities.
• Not considering directors' liability: As a director, you can be held personally liable under certain circumstances.

Holding structure: yes or no?

Many entrepreneurs choose not to become a direct shareholder in their operating BV, but rather through a personal holding company. This offers extra protection and tax advantages. Profits can be transferred tax-free to the holding company, where they are safe from any claims against the operating BV.

Whether a holding structure is suitable for you depends on your situation. Discuss this with your accountant and lawyer before making a choice.

Costs of setting up a BV in 2026

The total costs for setting up a BV are on average:

• Civil-law notary fees: €500 - €1,500
• Chamber of Commerce (KvK) registration: €85
• Legal advice and a shareholders' agreement (optional): fixed price, agreed in advance

Do you want to know what a lawyer costs? We use transparent rates and discuss what you can expect in advance.

DGA salary and the customary salary scheme

As a director-major shareholder (DGA) of a BV, you are obliged to pay yourself a salary. This is laid down in Article 12a of the 1964 Payroll Tax Act. The Tax and Customs Administration applies the so-called customary salary scheme for this: your salary must be at least the highest of €58,000 (standard amount for 2026), 75% of the salary for the most similar employment, or the highest salary of the other employees of the BV.

The purpose of this scheme is to prevent DGAs from awarding themselves an unrealistically low salary to save tax. The difference between salary (subject to income tax) and dividend distribution (subject to the substantial interest levy of 24.5% (up to €68,843) and 31% (above that)) makes this consideration relevant.

In some cases, it is possible to agree on a lower salary. If the BV is in the start-up phase and does not generate enough turnover to pay the standard amount, you can apply to the Tax and Customs Administration for a ruling for a lower customary salary. You must substantiate this with financial data. The Chamber of Commerce (KvK) offers additional information on this for starting entrepreneurs. It is wise to arrange this in consultation with your accountant to avoid risking unexpected additional tax assessments.

Frequently asked questions

How much share capital do I need for a BV?

Since the introduction of the Flex-BV Act in 2012, there is no longer a statutory minimum capital requirement. You can set up a BV with a share capital of just €0.01 per share. In practice, we advise entrepreneurs to contribute a realistic share capital that is appropriate for the company's activities. The civil-law notary and any financing partners will expect a serious contribution.

Can I convert my sole proprietorship into a BV?

Yes, this is possible and happens regularly in practice. The most common method is the so-called tax-free contribution (Article 3.65 of the 2001 Income Tax Act). With this method, you contribute the business into the BV on a tax-free basis, which means you do not have to settle tax on hidden reserves and goodwill at the time of contribution. This is fiscally attractive, but the conditions must be strictly met. Always have this process guided by a tax specialist or lawyer.

Do I have to use a civil-law notary?

Yes, the law prescribes that a BV must be incorporated by notarial deed. This is laid down in Article 2:175 of the Dutch Civil Code. Without a notarial deed, there is legally no valid BV. The civil-law notary drafts the deed of incorporation and the articles of association, verifies the identity of the founders and registers the BV with the Trade Register.

How long does it take to set up a BV?

With good preparation, you can set up a BV within one to two weeks. The lead time depends on how quickly you provide the necessary documents, the availability of the civil-law notary and the complexity of the articles of association. If you want to set up a holding structure or need a shareholders' agreement, the process may take a few weeks longer.

What is the difference between a holding BV and an operating BV?

A holding BV is a company that holds shares in one or more operating companies (operating BVs). The operating BV carries out the daily business activities and bears the operational risks. The holding BV acts as a protective layer: profits can be transferred tax-free to the holding company via the participation exemption, where they are safe from any claims by creditors of the operating BV. In addition, a holding structure offers advantages when selling the company, building up a pension and spreading risks across multiple activities.

Conclusion

Setting up a BV is an important step that must be carefully prepared. With the right preparation and guidance, you can prevent many problems and lay a solid foundation for your business.

At Helder Advocatuur, we help entrepreneurs daily with setting up and structuring their companies. We help you think about the best legal structure, review articles of association and draft shareholders' agreements.