When to switch from an eenmanszaak to a BV in the Netherlands (2026)

When should a freelancer switch from an eenmanszaak to a BV in the Netherlands in 2026?

There is no legal profit threshold (€0) that forces a freelancer to change from a sole proprietorship (eenmanszaak) to a private limited company (bv) in 2026. The switch is usually a business choice based on risk, growth plans, and tax structure. This matters because a sole proprietor can be 100% personally liable for business debts, while a bv generally separates private and business assets (with legal exceptions).

Browse the [Knowledge Hub](/knowledge-hub) for more freelancer accounting guides, including the [VAT return (btw-aangifte) guide](/knowledge-hub/vat-returns-netherlands-expat-freelancer-guide) and the [deductible expenses overview](/knowledge-hub/deductible-expenses-freelancers-netherlands). In practice, the decision often starts with liability exposure: an eenmanszaak has no separation between private and business assets, while a bv is a separate legal entity. Liability risk increases when contracts run for 12+ months or when client work involves higher damages.

Tax considerations also change in a bv because profits can be split between salary and dividends, each taxed differently in 2026. Administrative duties also increase: a bv must typically file annual accounts and can have payroll obligations even if there is only 1 working owner.

• Client contracts create material liability exposure (for example, multi-year agreements of 12+ months).
• You plan to hire 1+ employees or add 1+ co-founders/shareholders.
• You want external investors; shares (1+ classes) are easier to issue in a bv than in an eenmanszaak.
• You want clearer separation of private vs business assets (100% separation is not guaranteed in every legal scenario).
• You expect profits to be retained for 12+ months inside the business rather than withdrawn monthly.
• You need formal governance (shareholders’ resolutions, director appointment) rather than owner-only decisions.

How do 2026 taxes differ between an eenmanszaak and a BV in the Netherlands?

In 2026, profit from an eenmanszaak is taxed in income tax (inkomstenbelasting) box 1 at progressive rates: 35.75% up to €38,883, 37.56% up to €78,426, and 49.50% above €78,426 (rates for taxpayers below AOW age). A bv pays corporate income tax (vennootschapsbelasting) of 19.0% up to €200,000 and 25.8% above. This matters because dividends are also taxed in box 2 (24.5% up to €68,843; 31% above) and usually have 15% dividend withholding tax.

An eenmanszaak can reduce taxable profit with entrepreneur deductions (ondernemersaftrek) if conditions are met. For 2026, the zelfstandigenaftrek (self-employed deduction) is €1,200 for eligible entrepreneurs, and the mkb-winstvrijstelling is 12.7% of profit after entrepreneur deductions. These deductions do not apply to a bv; the bv is taxed on corporate profit after costs, including salary paid to an owner-director.

A bv typically creates a two-layer tax model: the bv pays corporate income tax on profit, and the shareholder pays box 2 tax when profits are distributed as dividends. Keeping profits inside the bv can defer box 2 tax, but paying salary triggers box 1 tax and payroll levies. A practical comparison needs the same annual profit figure (for example €50,000, €100,000, and €200,000) and an assumed salary and dividend policy.

What is the usual salary (gebruikelijk loon) for a BV owner-director (DGA) in 2026?

If a shareholder with a substantial interest (aanmerkelijk belang, typically 5% or more) works for the bv, the bv must pay a ‘usual salary’ (gebruikelijk loon). In 2026 the salary must be at least the highest of: the salary for the most comparable job, the salary of the highest-paid employee in the bv (or a connected company), or €58,000. This matters because a higher salary reduces bv profit but increases box 1 taxation and payroll levies.

A bv owner can only distribute dividends after paying the required salary (and meeting other legal conditions). A simple way to see the impact is to compare two scenarios: paying €58,000 salary vs paying a higher salary because a comparable market salary is higher. The bv’s taxable profit changes, which changes corporate income tax due at 19.0% or 25.8% depending on total profit.

Documenting the benchmark for ‘most comparable job’ reduces disputes. The documentation can include job descriptions, salary surveys, and internal pay data. When the bv has 1 working owner and no other employees, the minimum €58,000 amount is often the starting point, but the comparable-job test can still override the minimum.

• Confirm whether the shareholder has an ‘aanmerkelijk belang’ (usually 5%+ of shares).
• Identify the ‘most comparable job’ and document at least 1 benchmark salary source.
• Check whether any employee is paid more than the planned DGA salary (including connected entities).
• Set payroll to pay at least €58,000 in 2026 if no higher benchmark applies.
• Re-check the salary if business activity changes mid-year (for example, adding 1+ employees).
• Keep written evidence in the company administration (contracts, payslips, benchmark).

What new filing and governance duties does a BV have compared with an eenmanszaak in 2026?

A bv typically has extra legal and filing duties in 2026: the bv must prepare annual accounts (jaarrekening) and file them with the Chamber of Commerce (KVK). The annual accounts must be filed within 12 months after the end of the financial year and, once adopted, within 8 days. A bv must also keep UBO (ultimate beneficial owner) data current; changes must be reported within 7 days. This matters because missing formalities can trigger compliance problems and delays with banks and counterparties.

Most freelancers notice the biggest operational change in the year-end process. An eenmanszaak usually does not have a statutory requirement to file annual accounts with KVK, while a bv does. In addition, a bv may need payroll administration and wage tax filings if it pays salary to a director or employees, even when there is only 1 working owner.

Changing legal form also affects registrations and internal decision-making. A bv uses shareholders’ decisions (for example, adoption of the annual accounts) and can have multiple share classes. Keeping the UBO register current is part of ongoing compliance when ownership changes. The UBO register obligation continues after incorporation, not only at the start.

Does your VAT (btw) identification number change when you move from an eenmanszaak to a BV?

When a business changes legal form, the Dutch Tax Administration generally treats the old business as stopped and the new legal form as a new start. The Tax Administration states that a business can receive a new VAT identification number (btw-identificatienummer) in some cases after a legal form change. If a new VAT ID is issued, the new VAT ID should be shared immediately with suppliers in other EU countries. This matters because invoices and EU VAT reporting depend on the correct VAT ID.

For day-to-day operations, the practical rule is to use the details of the legal entity that performs the service. After the conversion date, invoices should show the bv’s legal name, KVK number, and VAT ID. Contracting parties may also need a short contract addendum so that the client’s counterparty changes from the individual to the bv.

VAT treatment does not automatically change just because a shareholder sells shares. The Tax Administration notes that when shares in a company are transferred, the legal person and the enterprise do not change. That difference matters when deciding between incorporating a new bv vs selling shares in an existing bv.

• Use the correct VAT ID on every invoice from the conversion date.
• Update EU suppliers and platforms as soon as a new VAT ID is issued (for example, Apple, Google, AWS).
• Update the VAT ID in recurring invoices and e-commerce settings after receiving the new VAT ID letter.
• Choose a clear bookkeeping cut-off date for the old and new legal form (at least 1 conversion date).
• Update ICP reporting setup if the VAT ID changes and you have EU B2B sales (0% VAT with reverse charge).
• Inform the bank and insurers of the new legal form and new identifiers (a new KVK number is common).

How can a freelancer convert an eenmanszaak to a BV in 2026 (including tax-neutral options)?

A freelancer can convert an eenmanszaak to a bv in 2026 by (1) setting up a new bv and transferring assets and liabilities (activa-passiva agreement), or (2) using a tax-neutral conversion (geruisloze omzetting) under conditions. For a geruisloze omzetting, the entire enterprise must be contributed, and shares received for the enterprise may not be sold for 3 years. If the conversion should apply retroactively from 1 January, an intention statement is typically sent before 1 October of the same year using the Tax Administration’s guide form. This matters because missing a deadline can remove the retroactive option.

Browse the [Knowledge Hub](/knowledge-hub) for related guides, including the [VAT return (btw-aangifte) guide](/knowledge-hub/vat-returns-netherlands-expat-freelancer-guide). The government guidance describes a practical sequence: first incorporate the bv at a notary and register the bv with KVK, then document which assets and liabilities are transferred to the bv in an activa-passiva agreement. After registration, notify counterparties and migrate contracts, subscriptions, and invoicing settings.

A tax-neutral route is often used when the enterprise has built up goodwill or hidden reserves. The Tax Administration requires a formal request for geruisloze omzetting and notes that conditions and time limits apply. The decision between a taxable transfer (ruisend) and tax-neutral conversion should be made with a clear inventory of assets, liabilities, and any taxable ‘stopping profit’ (stakingswinst).