Besloten Vennootschap (BV): The Complete Guide to the Dutch Private Limited Company

Overview

The Besloten Vennootschap met beperkte aansprakelijkheid (BV) — literally "closed company with limited liability" — is the most widely used corporate form in the Netherlands and the standard vehicle for entrepreneurs, start-ups, family businesses, holding structures, and subsidiaries of foreign groups. It combines the fundamental protection of limited liability with a flexible, relatively low-cost incorporation process that was substantially modernised by a landmark 2012 reform.

A BV is a legal person (rechtspersoon): it exists independently of its shareholders and directors, can own assets, enter contracts, incur debts, sue and be sued in its own name. The individual shareholders bear no personal liability for the company's debts beyond the amount they have invested. This separation between the company's estate and the personal estate of its owners is the defining feature of the BV.

The BV is the Dutch equivalent of the UK's private limited company (Ltd), Germany's GmbH, France's SARL, and Spain's Sociedad de Responsabilidad Limitada (SRL). Unlike a public company (Naamloze Vennootschap / NV), shares in a BV cannot be freely traded on a public market and can only be transferred through a civil-law notary.

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1. Legal Framework

The BV is governed primarily by Book 2, Title 5 of the Dutch Civil Code (Burgerlijk Wetboek, BW), Articles 175 through 284. These provisions regulate every aspect of the BV's existence: formation, governance, share capital, shareholder relations, financial reporting, and dissolution.

The most significant recent overhaul came through the Wet vereenvoudiging en flexibilisering bv-recht (Act on Simplification and Flexibilisation of BV Law), which entered into force on 1 October 2012. This reform:

• Abolished the former minimum share capital of €18,000 and replaced it with a nominal minimum of €0.01 per share.
• Removed the mandatory requirement to include share transfer restrictions (blokkeringsregeling) in the articles of association, replacing it with a flexible opt-in system.
• Introduced flexible share structures, allowing shares with and without voting rights, and shares with and without profit entitlements.
• Replaced the static balance-sheet-based distribution test with a forward-looking uitkeringstoets (payment test) performed by directors before each distribution.
• Shifted many statutory rules from mandatory to default, giving companies greater freedom to customise their internal governance in the articles of association.
• Prior to 2012, incorporation also required a "verklaring van geen bezwaar" (statement of no objection) from the Ministry of Justice — this requirement was abolished.

Other key legislation governing the BV includes:

Instrument	Scope
Burgerlijk Wetboek Boek 2, Titel 5	Primary BV company law
Wet vereenvoudiging en flexibilisering bv-recht (2012)	Major 2012 reform
Handelsregisterwet 2007	KvK Business Register obligations
Wet op de vennootschapsbelasting 1969	Corporate income tax (VPB)
Wet op de dividendbelasting 1965	Dividend withholding tax
Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft)	Anti-money laundering; UBO register
Tijdelijke wet transparantie turboliquidatie (15 Nov 2023)	Fast-track liquidation transparency

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2. Key Concept: Limited Liability (Beperkte Aansprakelijkheid)

The BV's most important protection is beperkte aansprakelijkheid: a shareholder is not personally liable for the debts and obligations of the BV. If the company is unable to pay its creditors, those creditors cannot pursue the shareholders' personal assets. A shareholder's maximum financial exposure is limited to the amount they invested — the value of their shares.

This protection makes the BV fundamentally different from operating as a sole trader (eenmanszaak) or in a general partnership (VOF), where partners bear unlimited personal liability.

Exceptions to limited liability exist and practitioners must be aware of them:

• Director liability in bankruptcy (Article 2:248 BW): If a BV becomes insolvent, directors may be held personally liable for the entire deficit if the bankruptcy was caused (in material part) by manifest mismanagement (kennelijk onbehoorlijk bestuur). Failure to timely file the annual accounts creates a statutory presumption of manifest mismanagement.
• Pre-registration liability (oprichtingsaansprakelijkheid): Any person who acts on behalf of a BV before it is registered at KvK is personally liable for those acts.
• Tort (bestuurdersaansprakelijkheid): A director may be held personally liable in tort where a specific harm to a creditor is directly attributable to the director's personal conduct.
• Failed uitkeringstoets: Directors who approve a distribution that fails the payment test and subsequently the BV cannot meet its obligations are jointly and severally liable to reimburse the shortfall (Article 2:216 lid 3 BW).
• Personal guarantees: Institutional lenders routinely require the DGA (director-major shareholder) to personally co-sign loans (borgstelling), effectively eliminating the limited-liability protection for that specific debt.
• Excessive borrowing: A DGA who borrows more than €500,000 from their own BV faces immediate Box 2 income tax on the excess.

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3. Minimum Share Capital

Since the 2012 reform, there is effectively no meaningful minimum share capital for a BV. The statutory minimum is €0.01 (one euro cent) per share, or the equivalent in another currency. There is no prescribed minimum for total issued share capital.

Capital may be contributed: - In cash — deposited into a business bank account. - In kind — goods, equipment, intellectual property, trade receivables, or other assets. Unlike an NV, the BV does not require an independent expert valuation of in-kind contributions.

Before the 2012 reform, the minimum share capital was €18,000, of which at least 20% had to be paid up at incorporation. This requirement has been completely abolished. A BV may now legally be incorporated with €0.01 total issued capital.

Practical considerations: While there is no legal minimum, a very low share capital reduces the BV's creditworthiness in the eyes of banks and trade creditors, who frequently require personal guarantees from the DGA. The amount of starting capital should be determined by the actual business needs rather than the statutory minimum.

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4. Naming Requirements

A BV's company name must:

• Include the designation "B.V." or "besloten vennootschap met beperkte aansprakelijkheid" — this designation signals to third parties that they are dealing with a limited-liability entity.
• Be distinctive and not identical or misleadingly similar to an already-registered trade name.
• Comply with the rules of the Handelsregisterwet 2007 and the Benelux intellectual property rules on trade names.

Before incorporation, the notary and the founders check the KvK Business Register and the Benelux Office for Intellectual Property (BOIP) trademark database to identify conflicts. Unlike Spain, the Netherlands does not require a preliminary name certificate from a central registry — the uniqueness check is carried out as part of the incorporation process.

The company name is registered in the Handelsregister (KvK Business Register) and is publicly visible.

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5. Incorporation Process (Step by Step)

Formation of a BV must be carried out by a civil-law notary (notaris) — there is no alternative. The requirement is set out in Article 2:175 BW.

Step 1: Engage a civil-law notary (notaris)

The founders engage a notaris from the registry of the Royal Dutch Association of Civil-law Notaries (KNB). The notary discusses the intended business purpose, share structure, governance arrangements, and the content of the articles of association with the founders. Notarial fees typically range from €500 to €1,500 depending on complexity.

Step 2: Draft the deed of incorporation (oprichtingsakte)

The notary prepares the deed of incorporation, which constitutes and embeds the articles of association (statuten). The deed must be executed in the Dutch language. Since 2022, the deed may be executed digitally via a secure audio-video connection, subject to mandatory identity verification. The notary may decline to proceed if identity fraud is suspected.

Step 3: Execute the deed and deposit capital

The founders sign the deed before the notary (in person or digitally). Simultaneously or immediately prior, the starting capital — at least €0.01 per share — is deposited into a bank account (typically a dedicated account opened for this purpose). For in-kind contributions, appropriate documentation is provided.

Step 4: KvK registration (Handelsregister)

The civil-law notary typically files the KvK registration on behalf of the founders immediately after executing the deed. The BV acquires legal personality upon registration, or upon execution of the deed if the notary files within 8 days.

Upon registration, the KvK assigns a unique KvK number — the primary identification number of the company, which must appear on all business stationery, invoices, and the company's website.

Important: Until KvK registration is complete, directors are personally liable for all legal acts carried out in the company's name. Trading as "[Company name] BV in oprichting" (BV i.o.) is permitted during this pre-registration phase, which signals limited personal liability to counterparties but does not eliminate it.

Step 5: Tax registration (Belastingdienst)

KvK registration automatically notifies the Netherlands Tax Administration (Belastingdienst). Within approximately two weeks, the Tax Administration sends a letter confirming the VAT identification numbers (BTW-nummer and BTW-identificatienummer) and any other relevant tax registrations.

Step 6: Open a business bank account

A separate business bank account is mandatory. Banks require the deed of incorporation and KvK registration documentation. In practice, founders often open the bank account before incorporation to deposit the founding capital, then complete the account opening formalities after the deed is executed.

Step 7: Obtain eHerkenning

For digital tax filing via Mijn Belastingdienst Zakelijk, the BV must obtain an eHerkenning digital identity credential (a business equivalent of DigiD). An annual fee applies.

BV in oprichting (BV i.o.)

A company may already conduct business and enter contracts before the deed is formally executed, using the name "[Company Name] BV in oprichting" or "BV i.o." The persons acting during this phase remain personally liable. Once the BV is formally established, contracts entered during the BV i.o. phase can be ratified and transferred to the BV (bekrachtiging), provided counterparties agree.

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6. Articles of Association (Statuten)

The statuten (articles of association) form an integral part of the deed of incorporation and constitute the company's constitutional document. Under Article 2:177 BW, the articles must contain at minimum:

1. Company name — including the designation "B.V." or "besloten vennootschap met beperkte aansprakelijkheid."
2. Registered office (zetel) — a municipality in the Netherlands (or, under specific conditions, within the EU/EEA). The actual place of business may differ from the registered office.
3. Object/purpose (doel) — a description of the company's business activities. Modern practice favours broad object clauses to avoid ultra vires limitations.
4. Share structure — the nominal value of shares, any share classes, and the rights attached to each class (voting rights, profit entitlements).
5. Capital structure — issued and, if relevant, authorised share capital.
6. Director appointment and representation rules — how directors are appointed and dismissed, and the scope of their representation authority (individual, joint, etc.).
7. Profit distribution rules — how and when profits may be distributed.
8. Share transfer provisions — any transfer restrictions or confirmation that shares are freely transferable.

Additional optional provisions commonly included: - Quorum and voting thresholds for shareholder resolutions. - Rules for supervisory board (if applicable). - Pre-emption rights on new share issuances. - Drag-along and tag-along rights. - Deadlock resolution mechanisms. - Rules for single-tier board governance (one-tier board).

The statuten are filed with KvK and are publicly accessible. Any amendment requires a new notarial deed and re-filing with KvK.

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7. Governance Structure

A BV has up to three governance bodies.

7.1 General Meeting of Shareholders (Algemene Vergadering van Aandeelhouders — AVA)

The AVA holds ultimate decision-making authority over all major corporate matters. It meets at minimum once per year to adopt the annual financial statements.

Exclusive AVA powers under Book 2 BW include: - Adoption of the annual financial statements (jaarrekening). - Resolution to distribute profits (dividend). - Amendment of the articles of association. - Appointment and dismissal of directors (bestuurders). - Appointment and dismissal of supervisory directors (commissarissen). - Issuance of new shares and granting rights to subscribe for shares. - Dissolution of the BV. - Approval of major transactions if so required by the articles.

As of 1 January 2025, fully digital (electronic) general meetings are permanently permitted — a shareholder meeting no longer requires a physical venue if the articles of association authorise virtual attendance. Hybrid and in-person meetings remain available.

In a single-shareholder BV (eenpersoons-BV), the sole shareholder exercises all AVA powers alone.

7.2 Board of Directors (Bestuur)

The board of directors (bestuur) is responsible for day-to-day management of the BV. There is no minimum number of directors — a sole director (bestuurder) is fully sufficient.

Directors (bestuurders) may be: - Natural persons (individuals) — the most common form. - Legal entities (e.g., a holding BV acts as director of an operating BV) — permitted under Dutch law.

Directors are appointed by the AVA (unless the statuten provide otherwise). Their signing authority — whether each director can act individually or whether two must sign jointly — is set out in the statuten and registered at KvK. Third parties consulting the KvK register can rely on the registered authority.

Director-Major Shareholder (Directeur-Grootaandeelhouder / DGA): A director who holds 5% or more of the shares is classified as a DGA. The DGA status has specific consequences for income taxation (gebruikelijkloon, Box 2), social insurance, and the rules on borrowing from the company.

7.3 Supervisory Board (Raad van Commissarissen — RvC) [optional]

A BV may optionally install a supervisory board (RvC) to oversee and advise the managing directors. Two board governance models are available:

• Two-tier board (two-lagenstructuur): Separate managing board (bestuur) and separate supervisory board (RvC). The traditional Dutch model.
• One-tier board (monistische structuur): Introduced by the 2012 reform — executive directors and non-executive directors sit on a single combined board (Raad van Bestuur), analogous to Anglo-American boards.

For most privately held BVs, neither model is mandatory; the choice is left to the founders.

Structuurvennootschap: Large BVs that meet certain size thresholds (generally: at least 100 employees in the Netherlands, assets exceeding €16 million, and an existing works council) for three consecutive years are subject to the mandatory "structure regime" (structuurregime), which requires a mandatory supervisory board with the power to appoint and dismiss managing directors. This regime applies primarily to large operating companies.

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8. Share Transfer Restrictions (Blokkeringsregeling)

A defining characteristic of the BV — in contrast to a public company — is that its shares are not freely tradeable. Under any circumstance, the transfer of BV shares requires a notarial deed of transfer executed before a civil-law notary (Article 2:196 BW).

Pre-2012 mandatory system: Before 1 October 2012, every BV was required by law to include a blokkeringsregeling (transfer restriction clause) in its statuten. Shares could not be transferred without either: - The approval of a designated corporate body (goedkeuringsregeling); or - First offering the shares to existing shareholders at a fair price (aanbiedingsregeling).

Post-2012 flexible system (current): The 2012 reform abolished the mandatory blokkeringsregeling. However, the default rule under Article 2:195 BW is that if the statuten are silent on transfer restrictions, a transfer requires the approval of all other shareholders (unanimity as default). In practice, the statuten almost always address transfer restrictions explicitly.

Two main mechanisms are used:

1. Goedkeuringsregeling (approval clause): Transfer requires prior approval from a designated body (e.g., the AVA or the board). If approval is refused, the approving body must designate a willing buyer at a fair price determined by an agreed valuation method.

2. Aanbiedingsregeling (pre-emption/right of first refusal): A shareholder wishing to sell must first offer the shares to existing shareholders at a price determined by a mechanism specified in the statuten.

The statuten may also expressly remove all transfer restrictions, making shares freely transferable within the private sphere — unusual but permitted.

Shareholders' Register (Aandeelhoudersregister): Every BV must maintain an up-to-date shareholders' register at its registered address, recording the name and address of each shareholder, the number and class of shares held, the nominal value of shares, the amount paid up, and any pledges or usufructs. The register is not publicly filed at KvK but must be available for inspection by shareholders and certain other entitled parties.

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9. Taxation

9.1 Corporate Income Tax (Vennootschapsbelasting / VPB)

The BV is subject to vennootschapsbelasting (VPB) on its worldwide taxable profits. Current rates (2025 and 2026):

Taxable profit	Rate
Up to €200,000	19%
Above €200,000	25.8%

The BV files an annual VPB return with the Belastingdienst. Key tax facilities available to BVs include:

• Participation exemption (deelnemingsvrijstelling, Article 13 Wet VPB): Profits — including dividends and capital gains — from subsidiaries in which the BV holds at least 5% of shares are fully exempt from VPB at the BV level. This is the cornerstone of Dutch holding structures and makes the Netherlands an attractive jurisdiction for holding companies.
• Innovation box (innovatiebox): Income from qualifying intangible assets (patents, WBSO-qualifying software) is taxed at a reduced rate of 9% rather than the standard VPB rates.
• Investment deductions (kleinschaligheidsinvesteringsaftrek / KIA and energie-investeringsaftrek / EIA): Deductions available for qualifying capital investments.
• Interest deduction limitations: Earnings-stripping rules (Article 15b Wet VPB) limit interest deductions to the higher of 20% of EBITDA or €1 million.

9.2 Dividend Withholding Tax (Dividendbelasting)

When the BV distributes dividends, it withholds dividendbelasting at source at a rate of 15% and remits it to the Belastingdienst within one month.

• Inhoudingsvrijstelling (withholding exemption): Where the recipient shareholder is a legal entity holding a qualifying participation (≥5% of shares) and meets the anti-abuse conditions, a full exemption from dividend withholding tax may apply.
• Tax treaties: For foreign shareholders, withholding rates are frequently reduced under the Netherlands' extensive network of bilateral tax treaties (belastingverdragen).
• The 15% withheld is creditable against the personal income tax or VPB liability of the recipient.

9.3 Box 2 Income Tax for Individual Shareholders (Aanmerkelijk Belang)

Shareholders who directly or indirectly hold a substantial interest (aanmerkelijk belang) — defined as ≥5% of shares, profit certificates, or voting rights — are subject to Box 2 personal income tax on dividends received and capital gains on the sale of their shares.

Box 2 rates:

Year	First bracket	Rate	Second bracket	Rate
2026	Up to €68,843	24.5%	Above €68,843	31%
2025	Up to €67,804	24.5%	Above €67,804	31%
2024	Up to €67,000	24.5%	Above €67,000	33%

The 15% dividendbelasting withheld at source is credited against the Box 2 liability.

9.4 DGA Customary Salary (Gebruikelijkloonregeling)

A DGA (director owning ≥5% of shares) must pay themselves at minimum a customary salary — the statutory purpose is to prevent DGAs from artificially deferring personal income tax by paying themselves a zero or nominal salary and accumulating profits in the BV instead.

The DGA salary must be the highest of: 1. The salary of the most comparable employee without a substantial interest. 2. The salary of the highest-paid employee at the BV or an affiliated company. 3. The statutory minimum: €58,000 per year (2026), increased from €56,000 in 2024 and 2025.

This salary is subject to Box 1 wage tax and social insurance contributions. If the DGA can demonstrate that the actual market-level salary for their specific role is below €58,000, the actual market salary may be used.

9.5 Excessive Borrowing Limitation (Wet excessief lenen bij eigen vennootschap)

Since 2023, a DGA may borrow a maximum of €500,000 in aggregate from their own BV (and affiliated BVs) without tax consequences. Any amount borrowed above this threshold is treated as a deemed dividend (fictief regulier voordeel) and taxed immediately under Box 2 in the year the threshold is breached.

Exception: Borrowing for the DGA's own residential home (eigenwoningschuld), secured by a mortgage, is excluded from the calculation provided certain conditions are met.

9.6 Uitkeringstoets (Distribution / Payment Test)

Before any dividend payment or other distribution of capital or reserves, the board of directors must perform an uitkeringstoets (Article 2:216 lid 2 BW):

• The board must assess whether, after the distribution, the BV will be able to continue to meet its financial obligations for approximately one year.
• If the test indicates the distribution would jeopardise the BV's solvency, the distribution may not be approved.
• Directors who approve a distribution that fails this test and subsequently the BV cannot pay its creditors are jointly and severally liable to reimburse the BV for the shortfall.
• Shareholders who received a distribution while knowing it failed the test must also repay it.

The uitkeringstoets replaced the pre-2012 balance-sheet test (which only looked backwards at retained earnings) with a forward-looking liquidity assessment.

9.7 VAT (Omzetbelasting / BTW)

A BV engaged in commercial activities is generally subject to VAT (BTW). The rates are:

Rate	Category
21%	Standard rate — most goods and services
9%	Reduced rate — food, non-alcoholic beverages, medicines, books, passenger transport
0%	Export of goods, certain services to non-EU businesses
Exempt	Financial services, insurance, healthcare, education, real estate leasing

A BV with annual taxable turnover below €20,000 may apply for the Kleineondernemersregeling (KOR) — a small-business VAT exemption under which no VAT is charged to customers and no input VAT is deducted. VAT returns are normally filed quarterly.

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10. Annual Reporting Obligations

10.1 Annual Financial Statements (Jaarrekening)

Every BV must prepare annual financial statements and file them with KvK within: - 8 days of adoption (vaststelling) by the AVA; and - No later than 12 months after the end of the financial year in any case (effective final deadline: 8 November for calendar-year BVs).

Company size and filing requirements:

Size class	Balance sheet total	Net turnover	Employees	Documents required
Micro	< €450,000	< €900,000	< 10	Balance sheet + notes only
Small	€450,000 – €7.5m	€900,000 – €15m	10 – 50	Balance sheet + notes only
Medium	€7.5m – €25m	€15m – €50m	50 – 250	Full package + audit (if above thresholds)
Large	> €25m	> €51m	> 250	Full package + mandatory audit

(A company is assigned to a class if it meets at least 2 of the 3 criteria in 2 consecutive financial years.)

Full package means: balance sheet (balans), profit and loss account (winst- en verliesrekening), directors' report (bestuursverslag), and explanatory notes.

Large companies are subject to mandatory statutory audit by a registered accountant (registeraccountant / accountant-administratieconsulent).

All BVs must file digitally in XBRL format using Standard Business Reporting (SBR).

Consequences of late filing: - Administrative fines. - In bankruptcy, failure to timely file annual accounts creates a statutory presumption of manifest mismanagement, potentially making directors personally liable for the full bankruptcy deficit (Article 2:248 BW).

10.2 Corporate Income Tax Return (Aangifte VPB)

An annual VPB return must be filed with the Belastingdienst.

10.3 UBO Register

Every BV must register its Ultimate Beneficial Owners (UBOs) in the UBO register maintained at KvK under the Wet toezicht UBO-register. A UBO is generally a natural person who (directly or indirectly) holds more than 25% of shares, voting rights, or otherwise exercises ultimate control.

Since July 2025, public access to the UBO register has been restricted following the CJEU ruling in Joined Cases C-37/20 and C-601/20. Access is now limited to competent authorities, financial intelligence units, obliged entities under anti-money laundering rules, and persons demonstrating a legitimate interest.

10.4 Changes to KvK Registration

Changes to registered information — new directors, address changes, amendments to the statuten, changes in signing authority — must be reported to KvK within 1 week of the change. Failure to keep the register current can give rise to fines and directorial liability.

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11. KvK Registration Requirements

Every BV must be registered in the Handelsregister (Business Register) maintained by KvK (Kamer van Koophandel). The Handelsregister is the authoritative public register of Dutch businesses.

Information registered includes: - Company name (handelsnaam) and any trade names. - Registered office address (zetel) and business address. - Legal form: besloten vennootschap. - Business purpose (doel). - Share capital structure (issued capital; authorised capital if applicable). - Names, titles, and signing authority of directors. - Names of supervisory directors (if any). - Names and titles of holders of a general power of attorney (prokura). - Any current or planned dissolution or bankruptcy.

Public register: Any person may obtain a certified extract (uittreksel Handelsregister) from KvK — online or at a KvK office — for a small fee. The KvK number must be stated on all commercial correspondence, invoices, contracts, and the company's website.

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12. Sole Shareholder BV (Eenpersoons-BV)

A BV may be formed with — and throughout its existence held by — a single shareholder. This is the eenpersoons-BV. There is no statutory requirement for a minimum of two shareholders.

The sole shareholder may be: - A natural person (an individual entrepreneur operating through a personal BV). - A legal entity (a corporate group where a parent BV holds 100% of a subsidiary BV).

DGA structure: The most common eenpersoons-BV structure for individual entrepreneurs is:

Individual → Personal Holding BV (Persoonlijke Holding BV) → Operating BV (Werkmaatschappij)

Advantages of this two-tier structure: - Profits earned by the operating BV can be paid up to the holding BV as dividends exempt from VPB (participation exemption), building a tax-efficient capital reserve. - The holding BV can accumulate assets protected from the operating company's trading risks. - In a sale of the operating BV's shares, the capital gain accrues to the holding BV, potentially exempt from VPB under the participation exemption.

Special rule for eenpersoons-BV: Transactions between the sole shareholder and the BV must be confirmed in writing (Article 2:239 lid 6 BW). This requirement is designed to protect creditors by ensuring a clear record of all value transfers between the company and its sole owner.

The identity of the sole shareholder must be registered in the KvK Business Register.

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13. BV vs NV (Naamloze Vennootschap)

The NV is the Netherlands' other primary capital company form — reserved primarily for large companies and listed companies. The table below summarises the key differences:

Feature	BV (Besloten Vennootschap)	NV (Naamloze Vennootschap)
Dutch meaning	Closed limited liability company	Anonymous / public company
Minimum share capital	€0.01	€45,000
Share types	Registered shares (op naam) only	Registered shares and bearer shares (aan toonder)
Listed on stock exchange	No	Yes (if listed)
Share transferability	Restricted; always requires notarial deed; articles may add further restrictions	Bearer shares freely tradeable; listed registered shares freely tradeable
Target user	Start-ups, SMEs, family companies, DGAs, holding structures	Large companies, listed companies, public capital raising
Expert valuation of in-kind contributions	Not required	Required
Governance complexity	Lower; flexible post-2012	Higher; more formal
Corporate income tax	Identical rates	Identical rates
Participation exemption	Available	Available
Conversion	Can convert to NV via notarial deed	Can convert to BV via notarial deed

Both forms possess legal personality and are treated identically for corporate income tax purposes.

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14. Dissolution

14.1 Standard Voluntary Liquidation (Reguliere Vereffening)

Step 1 — Resolution (ontbindingsbesluit): The AVA passes a dissolution resolution by the majority required under the statuten.

Step 2 — Appointment of liquidator (vereffenaar): A liquidator is appointed (typically the board of directors, or an external specialist) to wind up the BV's affairs. From the moment of dissolution, the company's name must carry the suffix "in liquidatie."

Step 3 — KvK notification (Form 17a): The dissolution is reported to KvK.

Step 4 — Settlement of assets and liabilities: The liquidator collects outstanding receivables, sells assets, and pays all creditors. A notice is published in the Government Gazette (Staatscourant) giving creditors the opportunity to submit claims. Any gain on asset disposals during liquidation is subject to VPB.

Step 5 — Distribution of remaining balance: After all liabilities are settled, remaining assets are distributed to shareholders pro rata. This distribution may trigger Box 2 income tax for DGA shareholders.

Step 6 — Final accounts and KvK deregistration (Form 17b): The liquidator files final accounts with KvK. The BV is struck off the register and legally ceases to exist.

14.2 Fast-Track Liquidation (Turbo-liquidatie)

Where a BV has no assets at all at the moment of dissolution, it ceases to exist immediately upon the dissolution resolution — there is no winding-up phase.

Since the Tijdelijke wet transparantie turboliquidatie (in force from 15 November 2023): - Within 14 days of the dissolution resolution, the board must file with KvK: - A final balance sheet. - An income and expenditure overview. - An explanatory note describing why there are no assets, what happened to any proceeds, and why creditors were not paid (if applicable). - Creditors must be notified by letter that these documents have been filed. - Failure to comply is an economic offence (economisch delict) subject to criminal prosecution.

14.3 Post-dissolution obligations

• A final VAT return and a final VPB return (liquidation year) must be filed.
• Business records must be retained for at least 7 years after dissolution. The AVA must designate a records keeper (bewaarder) responsible for storage.

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15. Key Numbers at a Glance (2026)

Item	Value
Minimum share capital	€0.01
Notarial incorporation fees (typical range)	€500 – €1,500
Corporate income tax — lower rate (≤ €200,000 profit)	19%
Corporate income tax — upper rate (> €200,000 profit)	25.8%
Dividend withholding tax (dividendbelasting)	15%
Box 2 tax — lower bracket (up to €68,843)	24.5%
Box 2 tax — upper bracket (above €68,843)	31%
DGA minimum customary salary (gebruikelijkloon)	€58,000 / year
Excessive borrowing threshold	€500,000
Innovation box VPB rate	9%
VAT standard rate (BTW)	21%
VAT reduced rate (BTW verlaagd)	9%
KOR (small business VAT exemption) turnover threshold	€20,000 / year
Annual accounts filing deadline	Within 12 months + 8 days after financial year end
UBO threshold (indirect control)	> 25% shares or voting rights
NV minimum capital (for comparison)	€45,000
Turbo-liquidation KvK filing deadline	14 days after dissolution resolution

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Sources

The following official and authoritative sources were consulted in the preparation of this article:

KvK (Kamer van Koophandel — Netherlands Chamber of Commerce) - Private Limited Company (BV) — KvK English - Registering a Dutch BV or NV — KvK - Importance of the Shareholders' Register — KvK - Which Business Class Does Your Company Belong To? — KvK - Dutch Tax Rates in 2026 — KvK - Ending a Legal Entity Through Fast-Track Liquidation — KvK

Business.gov.nl (Dutch Government Enterprise Portal) - Private Limited Company (BV) — Business.gov.nl - Private Limited Company in the Netherlands — Business.gov.nl - Articles of Association — Business.gov.nl - Business Structures in the Netherlands: Overview — Business.gov.nl - Filing Financial Statements — Business.gov.nl - Ending Your Private Limited Company (BV): A Step-by-Step Plan — Business.gov.nl

Belastingdienst (Netherlands Tax Administration) - Corporate Income Tax Rates (Vennootschapsbelasting) — Belastingdienst - Dividend Withholding Tax (Dividendbelasting) — Belastingdienst - Box 2 Rates — Belastingdienst

Legislation (via wetten.overheid.nl) - Burgerlijk Wetboek Boek 2, Titel 5 — Besloten vennootschappen - Wet op de vennootschapsbelasting 1969 - Wet op de dividendbelasting 1965