Optimal Legal Structure for Your Business in the Netherlands

Published on October 2, 2025 and written by Cyril Jarnias

The Netherlands offers an attractive business environment for foreign entrepreneurs looking to establish their company there. However, choosing the right legal structure is a crucial step that will significantly impact your business. This article will guide you through the various available options and help you make the best decision for your entrepreneurial project in the Netherlands.

Dutch legal structures: a range of possibilities

In the Netherlands, several legal forms are available to entrepreneurs, each with its advantages and specific characteristics. Here are the main options to consider:

1. The BV (Besloten Vennootschap) – Private Limited Company

The BV is the Dutch equivalent of the French SARL. It’s the most popular legal form among foreign entrepreneurs for several reasons:

• Limited liability for shareholders
• Minimum share capital of only €0.01
• Flexibility in governance structure
• Possibility of having a single shareholder

2. The NV (Naamloze Vennootschap) – Public Limited Company

The NV is similar to the French société anonyme. It’s typically chosen by large companies or those planning an IPO:

• Minimum share capital of €45,000
• More rigid structure than the BV
• Possibility to issue bearer shares

3. The Eenmanszaak – Sole Proprietorship

This legal form is ideal for individual entrepreneurs:

• Simple to create and manage
• No minimum capital required
• Unlimited personal liability for the owner

4. The VOF (Vennootschap onder firma) – General Partnership

The VOF is suitable for business partnerships:

• No minimum capital required
• Joint and unlimited liability for partners
• Flexibility in profit distribution

5. The Coöperatie – Cooperative

This legal form is suitable for collaborative projects:

• Democratic governance
• Flexibility in structure and operation
• Limited liability for members

Sole proprietorship or corporation: which option to choose in the Netherlands?

The decision between a sole proprietorship (Eenmanszaak) and a corporation (like the BV) is crucial and depends on several factors:

Advantages of a sole proprietorship:

• Simple administrative and accounting requirements
• Lower creation and management costs
• Flexibility in decision-making
• Taxation on personal income

Disadvantages of a sole proprietorship:

• Unlimited personal liability
• Difficulty raising funds
• Less professional image for some clients or partners

Advantages of a corporation (BV):

• Limited liability for shareholders
• Increased credibility with partners and clients
• Easier to raise funds and attract investors
• Possible tax optimization

Disadvantages of a corporation (BV):

• Higher creation and management costs
• More significant administrative and accounting obligations
• Less flexibility in decision-making

Key steps to create your business in the Netherlands

Regardless of the legal structure chosen, here are the main steps to follow to create your business in the Netherlands:

1. Choose a business name Check name availability with the Dutch Chamber of Commerce (KvK).

2. Draft the articles of association For a BV or NV, the articles of association must be drafted by a Dutch notary.

3. Open a bank account Choose a Dutch bank to deposit the share capital (if required).

4. Register with the Chamber of Commerce (KvK) All businesses must register with the KvK within 8 days of starting their activity.

5. Obtain a VAT number Registration with the KvK automatically triggers the assignment of a VAT number by the Dutch tax authorities.

6. Subscribe to mandatory insurance Certain insurance policies are mandatory depending on your business activity.

Taxation and legal obligations: what you need to know

Taxation and legal obligations vary depending on the chosen legal structure:

• Personal income tax (progressive rate up to 49.5%)
• Social contributions based on income
• Annual income declaration

• Corporate tax (15% up to €395,000, 25.8% above)
• VAT (generally 21%, reduced rate of 9% for certain goods and services)
• Quarterly and annual tax declarations
• Requirement to maintain detailed accounting

The importance of professional advice in your approach

Although the Netherlands offers a favorable business environment, creating and managing a legal structure in a foreign country can be complex. It’s strongly recommended to consult local professionals:

• A lawyer specialized in business law
• An accountant familiar with Dutch taxation
• A business creation advisor

These experts can guide you in choosing the most suitable legal structure for your situation, assist you with administrative procedures, and advise you on the tax and legal aspects of your business in the Netherlands.