How to Start a Business in the Netherlands 2026: BV vs Eenmanszaak vs VOF — Step-by-Step for Foreign Founders

The Netherlands is one of Europe's most internationally-minded jurisdictions: English is universally spoken in business, the KvK (Chamber of Commerce) and Tax Administration handle non-resident founders without friction, and the BV (Besloten Vennootschap) is a globally respected limited-liability vehicle. It is the EU base of choice for many e-commerce, SaaS and holding structures, especially after Brexit pushed UK fintechs cross-Channel. This 2026 guide compares the main entity types and walks through the formation path for a foreign founder.

TL;DR — 5 Key Facts for 2026

1. Total formation cost (BV, single shareholder): approximately EUR 500–1,500 including notary, KvK registration (EUR 80.10 in 2026), and bank account.
2. Minimum capital: EUR 0.01 (one eurocent) since the Flex-BV reform of 2012. No paid-in minimum.
3. Time to register: 1–3 weeks for a BV with notary. Eenmanszaak can be live in 1 working day at KvK.
4. Tax burden (2026): corporate income tax 19% on first EUR 200,000 of profit, 25.8% on the excess. Dividend WHT 15% (reducible under DTTs). Box-2 (substantial interest) tax 24.5% / 31% for resident shareholders.
5. Best entity for a foreign founder: BV if you want limited liability, a respected international vehicle, and the possibility of a holding-operational structure (DGA salary + holding BV).

Informational content, not legal or tax advice. Company formation is complex; engage a Dutch notaris and tax advisor.

Entity Types Comparison

Recommended Entity for a Foreign Founder

For nearly every non-resident founder building a digital, e-commerce, holding or B2B-services business, the BV is the standard choice. A common structure is the "holding + operational BV": a Dutch holding BV owns 100% of an operational BV, providing the participation exemption (deelnemingsvrijstelling) so dividends and capital gains between the two BVs are tax-free. This setup is also the classic vehicle for STAK (Stichting Administratiekantoor) employee option plans.

An eenmanszaak is fine for a freelancer who is already a Dutch resident, but cannot easily be opened without a BSN (citizen service number), which in turn typically requires registration in the Netherlands' BRP (population register) — i.e. you need to live here.

Step-by-Step Formation Process (BV)

1. Reserve a name and KvK pre-check. Not formally required but recommended; the notary will check the name on the KvK trade register.
2. Draft the deed of incorporation (akte van oprichting) and articles of association (statuten). Bilingual is allowed in practice but Dutch is the official version filed with the notary.
3. Identify and KYC all shareholders and directors at the notary's office, including UBOs (anyone with >25% interest or effective control).
4. Sign the deed before a Dutch civil-law notary (notaris). Remote signing is possible: in 2026 the Netherlands allows digital incorporation of a BV via video before a notary, for EU residents with eIDAS-compliant identification.
5. Notary files with the KvK. The BV is registered in the Handelsregister. KvK fee: EUR 80.10 (2026). Notary fee: typically EUR 400–900 for a standard single-shareholder BV.
6. Register with the Belastingdienst. KvK forwards data automatically; the Tax Administration issues an RSIN (legal entity number), corporate tax number, and VAT (BTW/OB) number. VAT typically arrives within 1–10 working days, occasionally with extra KYC for non-resident directors.
7. Register UBOs in the UBO register at the KvK within 7 days of incorporation.
8. Open a corporate bank account. Bunq, Wise, Revolut, Finom, Qonto, Knab, ABN AMRO and ING Business — Dutch resident director helps but is not strictly mandatory.
9. If hiring, register as employer (loonheffingen) with the Belastingdienst.

Required Documents (Non-Resident Founder)

• Valid passport (in-person identification at the notary, or eIDAS digital ID for remote signing)
• Proof of address (recent utility bill or bank statement)
• Personal tax ID from country of residence
• For the BV: draft statuten, list of shareholders and UBOs, registered office address in NL
• Proof of share capital deposit (even EUR 0.01 needs evidence)
• Notarial power of attorney if signing remotely
• For non-EU directors: residence/work authorisation if intending to physically work in NL

Capital Requirements — Paid-Up vs Subscribed

Since the Flex-BV reform, the legal minimum is EUR 0.01 and the entire amount must be paid in (the notary records this). In-kind contributions are allowed without an external audit (the directors sign a statement of value). Most founders nonetheless capitalise BVs with EUR 1,000–5,000 to look credible to banks and KYC reviewers.

Ongoing Obligations

• Bookkeeping: Double-entry mandatory for BVs and NVs. Eenmanszaak above EUR 25,000 turnover must keep a proper administration but can use single-entry.
• Annual filings: Financial statements filed with the KvK within 8 days after AGM, AGM within 5 months of fiscal year end (extendable by 5 months). Micro/small BVs file abbreviated balance sheets only.
• Audit threshold: Statutory audit if two of: balance sheet EUR 7.5M, revenue EUR 15M, 50 staff.
• Director general meeting: Annual; written resolutions valid for single-shareholder BV.
• UBO register updates: Required within 7 days of change.
• VAT returns: Monthly or quarterly. EU OSS available for cross-border B2C.

Tax Overview (2026)

• Corporate income tax (vennootschapsbelasting): 19% on first EUR 200,000 of profit, 25.8% on the excess.
• Dividend WHT (dividendbelasting): 15% standard, reducible to 0%/5% under most DTTs and 0% under the EU Parent-Subsidiary Directive for ≥5% qualifying holdings.
• Box-2 tax (substantial interest, ≥5% shareholding): 24.5% on first EUR 67,000 (2026 indexation), 31% on the excess — for resident shareholders.
• Box-3 wealth tax: 36% on a notional return; the 2026 transition to actual-yield taxation is partially implemented.
• VAT (BTW): Standard 21%, reduced 9%, zero 0%. Small business scheme (KOR) below EUR 20,000 turnover.
• Innovation Box: 9% effective rate on qualifying R&D-derived profits.
• Payroll tax (loonheffing): Combined wage tax + social premiums withheld monthly.
• Employer social security: Approximately 18–20% on top of gross salary (cap applies).
• DGA salary requirement: A director-shareholder of ≥5% must take a minimum statutory salary (EUR 56,000 in 2026 baseline, customary-wage rules apply).

Bank Account Opening

Bunq, Wise Business and Revolut Business are fast for non-residents and accepted by the notary as long as the IBAN is in the BV's name. Knab, ABN AMRO and ING typically need a Dutch resident director or a physical KYC meeting; expect 2–6 weeks. For incorporation purposes, the notary's third-party derdengeldenrekening can hold the capital pre-incorporation, removing the bank as a bottleneck.

Hiring and Employment

• Minimum wage (2026): approximately EUR 14.05/hour gross for full-time adults.
• Employer cost on top of gross salary: roughly 18–22% loaded (capped social premiums + WW + WIA + pension if applicable). EUR 60,000 gross ≈ EUR 72,000 loaded.
• Notice period: 1–4 months depending on tenure; collective agreement can extend.
• Mandatory paid leave: 4× weekly hours per year = 20 days for a 5-day week, plus 8% holiday allowance (vakantiegeld) on annual salary.
• Probation period: 1 month for fixed-term contracts <2 years, 2 months otherwise.
• 30% ruling: Highly attractive expat tax break — up to 30% of gross salary tax-free for qualifying foreign hires, phased to 27% then 24% over the 5-year duration as of recent reforms.

Tracking Business Cashflow + Personal Finances Separately + Multi-Currency Runway

Dutch BV founders typically draw a DGA salary in EUR, occasionally invoice in USD/GBP, and need to plan dividends carefully around the Box-2 tax. A tool like Freenance is built for this — it keeps your BV cashflow and personal household ledger separate, supports multi-currency balances, and projects a Financial Freedom Runway so you know how many months your household and operational BV can each survive at current burn. That horizon is especially useful when timing dividend distributions around Box-2 bracket thresholds.

When to Choose the Netherlands

• You need a globally recognised holding company for an international group.
• You sell B2B SaaS or e-commerce across the EU and want a clean OSS VAT base.
• You want access to the Innovation Box for software/R&D profits.
• You plan to hire international talent (30% ruling).
• You appreciate English-friendly bureaucracy and notary services.

When NOT to Choose the Netherlands

• You are a solo digital nomad with no need for a holding structure — Estonia is cheaper and lighter.
• You want to avoid the DGA minimum-salary rule (the customary-wage rule forces a meaningful salary even for low-profit BVs).
• You need very low corporate tax — Bulgaria (10%) or Hungary (9%) are dramatically cheaper if substance is genuine.
• You expect to wind down within 18 months — BV liquidation takes several months even in simple cases.

Worked Example — Non-Resident Founder, EUR 50,000 Capital, EUR 200,000 Y1 Revenue

Setup: solo founder forms a Dutch holding BV that owns 100% of an operational BV. Operational BV booked EUR 200,000 revenue, EUR 60,000 OpEx, and pays the founder a DGA minimum salary of EUR 56,000.

• Operational BV profit: EUR 200,000 − EUR 60,000 OpEx − EUR 56,000 DGA salary − EUR 11,200 employer social (~20%) ≈ EUR 72,800.
• CIT: 19% × EUR 72,800 = EUR 13,832.
• Net operating profit: EUR 58,968 — distributed up to the holding BV tax-free under participation exemption.
• DGA personal income tax on EUR 56,000 salary: roughly EUR 17,000 (Box 1 + employee social).
• If the holding then pays a dividend to the founder: 24.5% Box-2 on first EUR 67,000 → EUR 14,447 if full EUR 58,968 distributed.
• Combined Y1 tax burden (CIT + Box 2 + Box 1): ~EUR 45,000, leaving roughly EUR 98,000 net cash for the founder.

Polish Reader Angle — Forming a Dutch BV From Poland

A Polish citizen incorporating a Dutch BV while remaining Polish tax-resident must plan around:

• CFC rules: A genuinely operational BV paying full CIT is normally outside CFC scope. Passive-only holdings need careful review.
• Exit tax (PL): Triggered when transferring tax residency abroad with worldwide assets above PLN 4,000,000. Becoming non-resident before incorporating can be cleaner.
• Poland-Netherlands DTT: Dividends taxed at 5% Dutch WHT for Polish corporate shareholder with ≥10% holding for 24 months; 15% otherwise. Credit method applies in Poland.
• DGA salary: If you operate the BV from Poland without taking a Dutch salary, the Dutch tax authority can still impose the customary-wage rule and Poland may treat you as having a PE.
• Permanent establishment risk: Solo founder physically working from Poland often creates a Polish PE of the Dutch BV; mitigations include Dutch substance (office, employee), Dutch director, or relocating personal tax residency.
• 30% ruling: Available only if you relocate to NL from outside a 150 km radius — non-trivial for Polish residents living in western Poland.

FAQ

Do I need a BSN to incorporate a BV? Not strictly. Non-resident shareholders and directors can be identified by passport at the notary. A BSN is only required if you start drawing a Dutch salary or registering as a Dutch tax resident.

Can I incorporate a BV fully remotely? Yes — since 2024 the Netherlands allows digital BV incorporation via video before a notary for EU residents with eIDAS-compliant electronic identification. Non-EU founders generally still need in-person notarisation or a power of attorney.

How long until I get a Dutch VAT number? Typically 1–10 working days from KvK registration. The Belastingdienst may request additional KYC for non-resident directors, extending it to 4–8 weeks.

Is the DGA minimum salary rule unavoidable? For a working ≥5% shareholder, yes — the customary-wage rule (gebruikelijkloon) sets a statutory floor (EUR 56,000 in 2026 baseline, indexed). It can be reduced if you can substantiate a comparable-position lower salary, but bear that the burden of proof is on the taxpayer.

What is the Innovation Box? A reduced 9% effective rate on profits attributable to qualifying R&D assets (typically software, patents). Requires an S&O statement (WBSO declaration) and detailed cost tracking.

Do I need a Dutch accountant? Not legally mandatory below the audit thresholds, but strongly recommended. Expect EUR 1,500–4,500 per year for BV bookkeeping plus annual accounts.

What is a STAK and why do founders use one? A STAK (Stichting Administratiekantoor) is a Dutch foundation that holds shares and issues "depository receipts" (certificaten) to ultimate beneficiaries. It is the standard vehicle for employee stock-option plans and family wealth structuring because the STAK retains voting rights while economic ownership flows to certificate holders, enabling founders to grant economic upside without diluting control.

Can I have my registered office at a virtual address? Yes — domiciliation providers in Amsterdam, Rotterdam and Utrecht offer compliant addresses from EUR 30–120/month with mail handling. The KvK accepts virtual offices provided the address is real and reachable. Some banks (notably ABN AMRO) prefer a physical office and may delay account opening for virtual-only setups.

How does the Dutch participation exemption work for a holding-operational structure? Under the deelnemingsvrijstelling, dividends and capital gains received by a Dutch BV from a qualifying subsidiary (≥5% shareholding, subsidiary not a passive low-taxed entity) are 100% exempt from CIT. This is why the "holding + operational BV" tandem is standard: profits roll up to the holding tax-free, and the founder controls timing of personal Box-2 dividend distributions.

Is the 30% ruling still attractive in 2026? Yes, but reduced. Phased to 27% then 24% over the 5-year duration (down from the prior 30%/30%/30% structure). Salary threshold rises annually with inflation. Still one of the most generous expat regimes in the EU, particularly for tech roles.

Sources

• Netherlands Chamber of Commerce (KvK) — Handelsregister
• Dutch Tax Administration (Belastingdienst) — CIT, VAT, payroll
• Royal Notarial Society (KNB) — digital BV incorporation
• Authority for Consumers and Markets (ACM) — sectoral
• Ministry of Justice and Security — UBO register
• Poland-Netherlands Double Tax Treaty
• Burgerlijk Wetboek Boek 2 (Civil Code, Companies)