Start a Netherlands sole trade, VOF or BV: legal form, incorporation and registration, UBO, VAT and KOR, working-owner payroll, entrepreneur relief and dated compliance obligations for 2026.
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| Point | Eenmanszaak | VOF | BV |
|---|---|---|---|
| Legal personality | No | No | Yes |
| Liability | Owner liable for all business debts | Each partner liable for all debts of the VOF | The BV itself; shareholders not personally liable beyond what is due on their shares; directors can be liable for mismanagement |
| Founders | One person | Two or more partners | One or more persons |
| Notarial deed | No | No | Yes (BW 2:175 lid 2) |
| Minimum capital | None | None | No minimum; at least one voting share held by someone other than the BV or its subsidiaries (BW 2:175 lid 1) |
| Income tax / corporate tax | Owner pays income tax; ondernemer reliefs if the tests are met | Each partner who meets the tests is an ondernemer for income tax | BV pays VPB on its profit |
| VAT | Owner is the VAT entrepreneur | The VOF as a whole is the VAT entrepreneur | The BV is the VAT entrepreneur |
| Payroll | If staff are hired | If the VOF hires staff | If staff are hired; also on the DGA's salary |
This Guide covers starting a business in the Netherlands in tax year 2026 (calendar year):
It does not compute the corporate tax bill, VAT returns or payroll. Route those to:
The current law was checked on 28 September 2026. This guide does not approve a filing, notarial transaction or bank application. Sources are belastingdienst.nl and wetten.overheid.nl (Burgerlijk Wetboek Book 2, Handelsregisterwet 2007, Wet inkomstenbelasting 2001, Wet op de omzetbelasting 1968). KVK's own site is not used as a source here, so KVK fees, portal steps and processing times are marked "check at KVK".
| Point | Eenmanszaak | VOF | BV |
|---|---|---|---|
| Legal personality | No | No | Yes |
| Liability | Owner liable for all business debts | Each partner liable for all debts of the VOF | The BV itself; shareholders not personally liable beyond what is due on their shares; directors can be liable for mismanagement |
| Founders | One person | Two or more partners | One or more persons |
| Notarial deed | No | No | Yes (BW 2:175 lid 2) |
| Minimum capital | None | None | No minimum; at least one voting share held by someone other than the BV or its subsidiaries (BW 2:175 lid 1) |
| Income tax / corporate tax | Owner pays income tax; ondernemer reliefs if the tests are met | Each partner who meets the tests is an ondernemer for income tax | BV pays VPB on its profit |
| VAT | Owner is the VAT entrepreneur | The VOF as a whole is the VAT entrepreneur | The BV is the VAT entrepreneur |
| Payroll | If staff are hired | If the VOF hires staff | If staff are hired; also on the DGA's salary |
Sources: Belastingdienst legal-form pages for the eenmanszaak, VOF and BV; BW Book 2.
The NV (public company) is rarely right for a start-up: its authorised and issued capital must each be at least forty-five thousand euro ("vijfenveertigduizend euro"), and the paid-up part of the issued capital must also be at least that amount (BW 2:67 lid 2 and lid 3). Older texts that say only a quarter must be paid up are wrong for the company as a whole.
A BV pays VPB at 19% on taxable profit up to €200,000 and 25.8% above it (rates for 2026, unchanged from 2025). The owner then takes a salary and/or dividends. Whether a BV saves tax depends on profit, the customary salary and dividend taxation; work that out with nl-corporate-tax rather than with a rule of thumb.
Sources: Handelsregisterwet 2007; Belastingdienst: schrijf uw onderneming in.
Who is a VAT entrepreneur. Anyone who independently carries on a business or profession with regular income, or exploits an asset or a right (for example letting property). Profit or loss does not matter. A person can be an entrepreneur for VAT without being an ondernemer for income tax, and the other way round (Belastingdienst: ondernemer voor de btw).
Numbers. After KVK registration the Belastingdienst decides, within at most 10 working days, whether the business is a VAT entrepreneur. If so, it sends a VAT identification number (btw-id, format NL + 9 digits + B + 2 digits, used with customers and suppliers) and an OB number (used only with the Belastingdienst). For a sole trader the OB number contains the BSN and the VAT ID does not (Belastingdienst: btw-id en ob-nummer).
Late KVK registration. If one or more VAT periods have already ended when the business registers, the first return(s) for those periods must be filed on paper (Belastingdienst: eerste btw-aangifte).
KOR (kleineondernemersregeling), 2026.
Registration threshold (registratiedrempel), 2026. A business with annual turnover of at most €2,200 that is not required to register with KVK can use the ordinary domestic VAT registration relief. This does not remove incidental obligations for reverse-charged supplies or services received and relevant intra-EU acquisitions: apply Wet OB art. 25b lid 3 and refer these transactions to the VAT Guide before assuming no reporting or payment is needed. It does not apply if the business must register with KVK or is already registered for VAT, or applies the small-business exemption in another EU member state (Wet OB art. 25b). Once a supply takes turnover above €2,200 in a calendar year, normal VAT applies from that supply and the business must register (registratiedrempel).
Confirm the statutory start, exit and cross-border conditions in Wet OB arts. 25a–25e. Domestic KOR and EU-KOR cannot be combined with the import scheme; EU-KOR also requires quarterly turnover reports and country-specific eligibility checks.
Deciding on the KOR. It usually suits a business selling to private customers with low costs. It usually does not suit a business that sells to VAT-registered customers, or expects large investments or a VAT refund.
Register as an employer. When hiring staff for the first time, register with the Belastingdienst on a form, at the latest on the day the first employee starts. A business established in the Netherlands uses "Melding Loonheffingen Aanmelding werkgever"; one established abroad uses "Aanmelding Onderneming buitenland". After the first employee starts, the Belastingdienst sends a loonheffingen number and an Aangiftebrief loonheffingen that sets the return periods (renewed each November), usually within 1 week. If employee-insurance premiums are due, a sector letter follows (within at most 8 weeks, usually 3) and the Whk premium letter within 4 weeks (aanmelden als werkgever). Running payroll: netherlands-payroll.
The DGA is on the payroll. A BV withholds payroll taxes on the salary of its director-major shareholder like any employee (Belastingdienst: bv). So a BV whose owner works in it normally needs employer registration from the start.
Customary salary (gebruikelijk loon), 2026. It applies to an employee of a company in which they hold a substantial interest, normally including at least 5% of issued capital (with a partner, direct or indirect), but share classes, rights and statutory deemed interests also need checking (Wet IB 2001 arts. 4.6–4.11). The customary salary is at least the highest of:
Two exits:
The start-up relief that allowed the statutory minimum wage closed to new cases from 2023 (Belastingdienst: loon en aanmerkelijk belang). There is no "dispensation" form in this source: the lower amount is a position the BV must be able to prove.
This step applies to the owner of an eenmanszaak and to each VOF partner. It does not apply to a BV shareholder (the BV is taxed separately).
Is there an enterprise? Being registered with KVK or for VAT does not make someone an ondernemer for income tax. Wet IB 2001 art. 3.4 defines the ondernemer as the taxpayer for whose account an enterprise is run and who is directly bound for its obligations. The Belastingdienst looks at, among other things: whether profit is made (and how much), independence, capital, time spent, number of clients, visibility to the market, entrepreneurial risk, and liability for debts. Activity in the hobby or family sphere is not an enterprise. If there is a taxable income source but no entrepreneurship, distinguish employment income from "resultaat uit overig werk"; a hobby without an income source is not automatically taxable other work. For taxable other work, profit principles apply but no zelfstandigenaftrek or investment deduction (wanneer bent u ondernemer).
Urencriterium (Wet IB art. 3.6).
Zelfstandigenaftrek (Wet IB art. 3.76).
Startersaftrek (Wet IB art. 3.76 lid 3).
AOW age. If the person has reached AOW age at the start of the calendar year, the zelfstandigenaftrek and the startersaftrek are 50% of the normal amounts.
MKB-winstvrijstelling (Wet IB art. 3.79a). Every ondernemer (no hours test) gets an exemption of 12.7% of profit after ondernemersaftrek (2025 and 2026; 13.31% in 2024). Its benefit is capped at a rate of 37.56% in 2026. It is automatic. With a loss it reduces the loss. Not available on profit as a co-entitled person (mkb-winstvrijstelling).
Order of calculation: profit → minus ondernemersaftrek (zelfstandigenaftrek incl. startersaftrek, and other items) → minus 12.7% MKB-winstvrijstelling → taxable profit in box 1.
Do not finalize the legal-form recommendation or relief calculation while ownership, work pattern, residency, turnover or prior assessment history is missing. Record the missing input and refer to the corresponding specialist or calculation Guide. A salary reference amount is not a universal profit threshold for choosing a BV.
For banking, working capital and professional costs, obtain current written requirements and quotes from the selected bank and notary. Budget operating cash, payroll, accounting and any required audit separately; do not promise approval or a completion date from generic bank examples.
| Figure | Value | Year | Source |
|---|---|---|---|
| Zelfstandigenaftrek (below AOW age) | €1,200 | 2026 | Wet IB art. 3.76 lid 2 (Wet IB 2001); Belastingdienst 2026 page |
| Zelfstandigenaftrek | €2,470 | 2025 | Belastingdienst 2025 page |
| Startersaftrek (added to the above) | €2,123 | 2026 and 2025 | Wet IB art. 3.76 lid 3 |
| Deductions at or above AOW age | 50% of normal | 2026 | Wet IB art. 3.76 lid 4 |
| Rate that caps the benefit of the deductions | 37.56% | 2026 (37.48% in 2025) | Belastingdienst |
| MKB-winstvrijstelling | 12.7% of profit after ondernemersaftrek | 2025 and 2026 (13.31% in 2024) | Wet IB art. 3.79a |
| Urencriterium | at least 1,225 hours | every year | Wet IB art. 3.6 |
| Substantial interest | at least 5% | every year | Wet IB art. 4.6 |
| Customary salary floor | €58,000 | 2026 (€56,000 in 2025 and 2024) | Belastingdienst |
| Customary salary de minimis | €5,000 or lower | 2026 | Belastingdienst |
| KOR turnover limit | not more than €20,000 in this year and in last year | 2026 | Wet OB art. 25a lid 1 |
| KOR, EU turnover limit (EU-established, not NL) | not more than €100,000 | 2026 | Wet OB art. 25a lid 2 |
| Registration threshold | at most €2,200 turnover | 2026 | Belastingdienst |
| VAT rates that count toward turnover | 21%, 9% and 0% | 2026 | Belastingdienst KOR page |
| VPB rates | 19% up to €200,000; 25.8% above | 2026 (same in 2025) | Belastingdienst |
| NV minimum capital (authorised, issued and paid-up) | forty-five thousand euro | current | BW 2:67 |
| BV minimum capital | none | current | BW 2:175, 2:178 |
Figures from 2027 are not covered. Wet IB art. 3.76 shows a future amendment from 1 January 2027: check the 2027 amounts when they are published.
| Situation | Rule |
|---|---|
| Registered with KVK and for VAT, but few clients or tiny profit | May still not be an ondernemer for income tax: no zelfstandigenaftrek |
| Started mid-year | Still needs 1,225 hours; no pro-rating |
| New starter who also has a job | Only the 1,225 hours test applies if not an ondernemer in one of the 5 previous years; the "more than half" test is dropped |
| Starter with profit lower than the deductions | Startersaftrek case: full zelfstandigenaftrek allowed, creating a loss |
| Not a starter, low profit | Zelfstandigenaftrek capped at profit; the rest carries forward 9 years, usable only with current-year entitlement and profit exceeding that year's deduction; oldest unused amount first |
| Partner in family VOF doing mostly support work | 70% or more support work in an unusual partnership: hours do not count |
| Turnover this year at most €20,000 but last year above | KOR not available this year |
| Turnover passes €20,000 while in KOR | Must leave the KOR at once |
| Turnover at most €2,200, KVK registration required | Registration threshold does not apply; KOR may |
| Sale of a used business asset | Not counted toward the KOR limit |
| Working shareholder with a holding below 5% | Do not conclude from that percentage alone: check direct/indirect holdings, partner holdings, share classes, options and applicable statutory deemed-interest rules; refer uncertain cases |
| DGA can prove comparable work pays less | Customary salary set at the lower amount |
| BV contract signed before the deed | Signers jointly and severally liable until the BV ratifies it, unless expressly agreed otherwise; after ratification still liable for loss if they knew or should have foreseen the BV could not perform (presumed if bankrupt within one year of incorporation) |
| BV trading before first KVK registration | Directors jointly and severally liable with the BV |
| Annual accounts not adopted within two months after the preparation deadline | Board must publish the prepared accounts at once, marked "not yet adopted" (2:394 lid 2) |
| Annual accounts published late | Presumption of mismanagement if the BV goes bankrupt (2:248 lid 2); minor lapses ignored |
| Non-EU founders wanting online formation | BW 2:175a provides it for EU nationals; otherwise plan on the usual deed before a notary (check with the notary) |
Case 1: first-year sole trader (2026). Sanne starts an eenmanszaak on 1 February 2026. She is below AOW age at the start of the year, was never an ondernemer before, works 1,400 hours, and has no other job. Profit before deductions: €40,000.
Case 2: late start, hours missed (2026). Daan starts on 1 September 2026 and works 600 hours by year-end. Profit €10,000. He fails the urencriterium (hours are not pro-rated), so no zelfstandigenaftrek and no startersaftrek. He is still an ondernemer, so he gets the MKB-winstvrijstelling: 12.7% × €10,000 = €1,270. Taxable profit: €8,730.
Case 3: starter with low profit (2026). Eva is below AOW age at the start of the year, qualifies for the startersaftrek and has profit of €2,000. Because she qualifies for the startersaftrek, the zelfstandigenaftrek is not capped at profit. Deduction €3,323, so a loss of €1,323. The MKB-winstvrijstelling reduces the loss by 12.7% × €1,323 = €168.02, leaving a loss of €1,154.98, which she can set off against other box 1 income or carry to other years.
Case 4: KOR timing (2026). A hairdresser (sole trader) had turnover of €22,500 in 2025 and expects €15,000 in 2026. The KOR is not available in 2026, because 2025 turnover was above €20,000. If 2026 turnover stays at or below €20,000 and 2027 turnover is also expected to stay at or below €20,000 (the limit applies to the year of joining and the year before), she can join from 1 January 2027; the application must arrive by 4 December 2026.
Case 5: registration threshold crossed. A seller not required to register with KVK has turnover of €1,500 by 15 September and receives an advance of €800 on 16 September. Turnover is now €2,300, above €2,200. From 16 September normal VAT rules apply, the advance is treated as including VAT, and the seller must register as a VAT entrepreneur (and may then consider the KOR).
Case 6: DGA customary salary (2026). Mila owns all the shares in a new BV. Its best-paid employee earns €64,000. The customary salary is at least the highest of the comparable-job salary, €64,000 and €58,000, so at least €64,000, unless the BV can make a lower comparable salary plausible. Employer registration is required at the latest on the first working day of the first employee, including the working DGA; do not wait for the salary payment date.
Case 7: unused deduction but no current entitlement. A profitable former entrepreneur has an unused-deduction assessment but does not satisfy the current-year hours criterion. Do not offset the old deduction merely because there is sufficient profit; current-year entitlement is required. If entitled in a later year within the carry period, use eligible amounts oldest first.
Case 8: nil-cap starter lookback. A previous ordinary zelfstandigenaftrek was reduced to nil by the profit cap. Count that year as an application for the starter lookback, even though no cash deduction was obtained. Check the complete previous five-year record.
Case 9: electronic formation with assets. EU founders propose an electronic deed and contribution of equipment. The electronic route cannot accept that in-kind contribution; obtain the ordinary notarial route and required description. Cash-only formation may use the electronic route if all its other conditions are met (BW 2:191a lid 4).
Case 10: first-year audit classification. A new ordinary BV meets the applicable small-company size criteria at the end of its first financial year. Do not demand two historical balance dates before considering the exemption: article 398 lid 1 applies to the first and second years. Still check group aggregation, assembly decisions and statutory exclusions before confirming the exemption.
| Obligation | Who | When |
|---|---|---|
| VAT return and payment | VAT entrepreneurs not in the KOR | By the last day of the month after the period. Quarterly 2026: Q3 by 31 October 2026, Q4 by 31 January 2027. Annual filers: the 2026 return by 31 March 2027. Businesses established abroad have other dates (dates) |
| Payroll tax return | Employers, including a BV paying its DGA | Periods set in the Aangiftebrief loonheffingen; see netherlands-payroll |
| Income tax return | Eenmanszaak owner, each VOF partner | By the date in the letter, usually 1 May; with an extension, use the actual granted date |
| VPB return | BV | Calendar-year BV: before 1 June of the next year; otherwise within 5 months of year-end; a short year ending on 31 December: by 1 June of the next year, ending in another month: before 1 April of the next calendar year; extension can be requested (aangifte vpb) |
| Annual accounts prepared | BV board | Within five months of year-end, extendable by the general meeting by up to five months for special reasons (BW 2:210 lid 1) |
| Annual accounts published | BV | Within eight days of adoption; if not adopted within two months after the preparation deadline, publish the prepared accounts at once marked "not yet adopted"; at the latest twelve months after year-end (BW 2:394 lid 1, 2 and 3) |
| Statutory audit | BV | The accounts must be audited by a registeraccountant or other qualified auditor (BW 2:393 lid 1), unless the small-company exemption applies (BW 2:396 lid 7 disapplies 2:393 lid 1 for companies meeting the size criteria in 2:396 lid 1 on two consecutive balance sheet dates; for the first and second financial years, article 398 lid 1 permits the exemption where the first-year balance date meets the relevant criteria. Check group aggregation under article 396 lid 2, assembly decisions and exclusions under article 398, including public-interest entities; refer the size classification to the financial-statements method) |
| Shareholders' register | BV board | Kept by the board with names and addresses of all shareholders, date of acquisition, class of shares and amount paid on each share (BW 2:194 lid 1); keep it updated on every transfer |
| Handelsregister changes, including UBO | Obliged persons | At the latest one week after the change (Handelsregisterwet art. 20 lid 2) |
Late income tax return. After a reminder and a formal demand, a return filed more than 10 working days after the demand date gets a default penalty of €469, which can rise to €6,709 for repeat lateness; late filing also costs interest (belastingrente) (Belastingdienst: te laat aangifte).
Director liability for accounts. If the BV goes bankrupt and the board did not comply with the publication duty in BW 2:394 (or the bookkeeping duty in BW 2:10), the board is deemed to have performed improperly and this is presumed to be an important cause of the bankruptcy; minor lapses are ignored (BW 2:248 lid 2). The publication duty includes BW 2:394 lid 2: if the accounts are not adopted within two months after the preparation deadline (five months, or the extended period, under BW 2:210 lid 1), the board must publish the prepared accounts at once, stating that they are not yet adopted. With a standard five-month deadline that is seven months after year-end, well before the twelve-month backstop. If all shareholders are also directors, signing by all directors and supervisory directors also counts as adoption, provided the other persons entitled to attend meetings have been able to see the accounts and agreed to this way of adoption, unless the articles exclude it (BW 2:210 lid 5). The claim covers improper performance in the three years before the bankruptcy (lid 6). Distributions need board approval, which must be refused if the BV would then be unable to keep paying its due debts (BW 2:216 lid 2).
Returns being filed now for 2025. A 2025 income tax return for a sole trader or VOF partner was due by the date in the letter (usually 1 May 2026), or by the actual granted extended date. It uses the 2025 figures: zelfstandigenaftrek €2,470, startersaftrek €2,123, MKB-winstvrijstelling 12.7%, deduction benefit capped at 37.48%. A calendar-year BV's 2025 VPB return was due before 1 June 2026 unless extended. The 2025 customary salary floor was €56,000.
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