Converting an Eenmanszaak (Sole Proprietorship) to a BV: When, How and What It Costs (2026)

You convert an eenmanszaak (sole proprietorship) into a BV by having a notary incorporate a BV and then transferring your business into it. This can be done tax-deferred (geruisloos), so you pay no tax yet on the increase in value of your business, or as a taxable transfer (ruisend), where you settle that tax straight away. With a statement of intent filed on time with the Belastingdienst, the BV can take over your business for tax purposes from 1 January.

This article explains when a BV becomes worthwhile, the ways to convert, the deadlines for backdating, the steps to take and what changes afterwards. The amounts apply to 2026. Many founders and freelancers who start in the Netherlands as an eenmanszaak face this choice once their profit grows.

At a Glance

• Three ways: an asset-liability transaction (activa-passivatransactie), a tax-deferred transfer (geruisloze inbreng) or a taxable transfer (ruisende inbreng).
• Tax-deferred: the BV takes over your book values and you pay the tax only later, for example when you sell the shares. If you sell shares within three years, the conversion is in principle treated as taxable after all.
• Backdating to 1 January: for a tax-deferred conversion, the statement of intent must be received before 1 October and the BV must be incorporated before 1 April of the following year.
• Notary: needed to incorporate the BV and, for a transfer, for the deed of contribution.
• KVK: the BV gets a new KVK number; the notary registers the BV and deregisters the eenmanszaak.
• Afterwards: you are a director-major shareholder (DGA), and in 2026 the BV pays you a salary of at least €58,000 (the customary salary).

When Is a BV Worthwhile?

The main reasons to switch are the tax on a higher profit, limiting your personal risk and the options to work with shareholders or a holding company. According to KVK (in Dutch), with a BV you pay less tax than with an eenmanszaak “from a certain amount”. Where that turning point lies depends on your profit, your personal situation and how much profit you leave in the BV.

The 2026 rates show where the difference lies (source: KVK, tax rates 2026, in Dutch):

	Eenmanszaak	BV
Tax on the profit	Income tax, box 1: 35.75% up to €38,883, 37.56% up to €78,426 and 49.50% above that	Corporate income tax: 19% up to €200,000 and 25.8% above that
Entrepreneur’s allowances	Self-employed deduction (zelfstandigenaftrek) €1,200 (in 2027: €900) and SME profit exemption (mkb-winstvrijstelling) 12.70%	None; the BV pays corporate income tax
What you receive yourself	The whole profit, taxed in box 1	A salary of at least €58,000 (box 1) and possibly dividends (box 2: 24.5% up to €68,843 and 31% above that)
Profit left in the business	Still taxed in box 1	Only 19% corporate income tax, until you pay it out

An example of the rate on the last euros of profit: with an eenmanszaak and a profit above €78,426, you pay 49.50% on that part, effectively about 44.7% after the SME profit exemption, because the benefit of that exemption is limited to the 37.56% rate. In a BV, you pay 19% corporate income tax on profit above your salary and, when it is paid out, another 24.5% income tax on the dividend: about 38.8% in total. If you leave the profit in the BV, it is 19% for now. This is a simplification without tax credits and the Health Insurance Act contribution (bijdrage Zvw). Always have your own situation calculated before you decide.

Against this stand extra costs and obligations: notary costs at the start, annual accounts that you file with KVK, a corporate income tax return and a payroll administration for your own salary. You also lose the self-employed deduction, the starter’s deduction and the SME profit exemption.

A BV can also make sense for reasons other than tax. With an eenmanszaak, you are liable with your personal assets for the debts of your business. With a BV, as a rule only the BV is liable, although banks and landlords often ask for a personal guarantee. If you want to work with partners, investors or a holding company, a BV is often the logical form. See also what a BV, NV and VOF are.

The Three Ways to Convert

The government’s Ondernemersplein (in Dutch) names three ways:

	Asset-liability transaction	Tax-deferred transfer	Taxable transfer
How	You incorporate a BV and sell the assets and liabilities of your eenmanszaak to the BV at market value	You transfer your whole business into the BV in exchange for shares	You transfer all assets and liabilities into the BV at market value
Tax on the increase in value (cessation profit)	Now	Deferred; the BV takes over the book values	Now
Deed of contribution at the notary	Not needed (an asset-liability agreement is)	Yes	Yes
Keep the shares for three years	No	Yes, otherwise the conversion is in principle treated as taxable	No
Backdating	No; the BV takes over the business from the sale	To 1 January, if the statement of intent is received before 1 October	Up to 3 months back

With a taxable transfer or an asset-liability transaction, you can deduct a small part of the cessation profit (the cessation deduction, stakingsaftrek: at most €3,630, once in your lifetime). Which way fits best depends mainly on the hidden reserves and goodwill in your business: the larger they are, the more attractive the tax-deferred route.

Tax-Deferred Conversion: The Conditions

The tax-deferred conversion (geruisloze omzetting) is set out in article 3.65 of the Income Tax Act 2001. The Belastingdienst sets the conditions in a decision. Since the decree of 24 October 2025 (in Dutch), the standard conditions include:

• you transfer your whole business, and the shares that the BV issues in return are issued to you and fully paid up;
• if you sell shares within three years after the transfer, the transfer is deemed to be part of a sale of the business, unless you show that it is not;
• the BV continues the tax book values of your business, and the acquisition price of your shares is the sum of those book values;
• the BV is incorporated and the transfer takes place within fifteen months after the transition date;
• the BV declares in writing that it accepts the conditions.

You submit the request to the tax office that handles your income tax, with documents including the final tax balance sheet of the eenmanszaak and the profit and loss account of the previous year.

Backdating: The Deadlines

If you want the BV to run your business for tax purposes from 1 January, you must record this in advance in a pre-agreement (voorovereenkomst) or a one-sided statement of intent (intentieverklaring). You send it with the cover form (geleideformulier, in Dutch) by registered post to Belastingdienst, Postbus 13, 6400 AA Heerlen. You do not receive an acknowledgement of receipt.

	Tax-deferred transfer	Taxable transfer
Statement of intent received by the Belastingdienst	Within 9 months after the last full financial year, so before 1 October	Within 3 months, so before 1 April
BV incorporated and business transferred	Within 15 months, so before 1 April of the following year	Before 1 October of the same year

The Belastingdienst applies these deadlines strictly. Backdating is also refused if it is aimed at or produces a one-off tax advantage. Until the incorporation, you run the business for the account of the BV in formation; legally, the BV only becomes the business owner once the notarial deed has been signed.

Step-by-Step Plan

1. Have it calculated. Compare the tax in your situation and choose the way to convert.
2. Send the statement of intent by registered post to the Belastingdienst in time if you want backdating.
3. Prepare the contribution balance sheet and description. For a contribution in kind, the founders describe what is contributed, with its value and the valuation method, as at a date no earlier than six months before the incorporation (article 2:204a of the Dutch Civil Code). For a BV, no auditor’s statement is needed.
4. Request the tax-deferred conversion from the Belastingdienst, if you choose that route.
5. Have the notary incorporate the BV and draw up the deed of contribution.
6. KVK: the notary registers the BV and deregisters the eenmanszaak. The BV gets a new KVK number; for this you pay the one-time registration fee of €85.15 (in Dutch).
7. Belastingdienst: in some cases the BV gets a new VAT identification number, and it gets a payroll tax number because it employs you as DGA.
8. Transfer everything: a business account in the name of the BV, contracts, permits, insurance and any staff. Inform your customers, suppliers and bank.

What Does Converting Cost?

• KVK: a one-time €85.15 for registering the BV.
• Notary: for the deed of incorporation and the deed of contribution; ask for a quote in advance.
• Adviser: for the calculation, the statement of intent, the contribution balance sheet and the request for a tax-deferred conversion.
• Transfer tax: according to the Belastingdienst, converting an eenmanszaak usually does not trigger transfer tax (overdrachtsbelasting).
• Every year afterwards: the annual accounts, the corporate income tax return and the payroll administration for your salary.

What Changes After the Conversion?

• Salary: as DGA, you receive a salary from the BV of at least the highest of three amounts: €58,000 in 2026, the salary of your best-paid employee, or the salary that is customary for your work. If there is too little profit, you can ask the Belastingdienst for a lower salary.
• Corporate income tax: the BV files a corporate income tax return every year.
• Dividends: if the BV pays out profit, it withholds 15% dividend withholding tax, which you credit against your box 2 income tax.
• Annual accounts: the BV prepares annual accounts every year and files them with KVK.
• Records: keep business and personal finances strictly separate. If you borrow more than €500,000 from your own BV, the excess is taxed in box 2.

How NetherBridge Partners Helps

We calculate with you whether a BV pays off, guide the conversion with the statement of intent, the contribution balance sheet, the request to the Belastingdienst and the coordination with the notary, and then take care of the BV’s bookkeeping, annual accounts and corporate income tax return. See our support for setting up a BV and our accounting and reporting, or contact us.

The rules and amounts in this article were checked in November 2026 with the Belastingdienst, KVK, Ondernemersplein, the Government Gazette (Staatscourant) and the Dutch Civil Code.

Frequently Asked Questions