Thinking about setting up a business in the Netherlands? You’re not alone. The country’s strategic location, strong infrastructure, and favorable tax environment make it a magnet for entrepreneurs and international investors. But before you sign that notarial deed or open a bank account, there’s one big decision that shapes everything else: choosing the right legal structure.
And here’s the thing—your choice affects far more than just paperwork. It determines liability, taxation, governance, and even how investors perceive your business. Let’s unpack the main Dutch business structures—BV, NV, VOF, and more—and figure out what fits best.
The Dutch BV (Besloten Vennootschap) – The Popular Favorite
If you’ve heard people talk about “a Dutch limited liability company,” they’re probably referring to the BV. It’s by far the most common choice for both Dutch entrepreneurs and foreign investors.
Key features of the BV:
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Private limited company with share capital divided into shares (often held privately, not publicly traded).
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Minimum share capital: only €0.01 per share, meaning practically no barrier to entry.
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Liability: shareholders are not personally liable beyond their investment.
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Governance: requires at least one director; can have one or multiple shareholders.
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Taxation: subject to Dutch corporate income tax (19% up to €200,000, 25.8% above that).
Why people choose a BV:
It offers flexibility, limited liability, and credibility. For startups, SMEs, and international groups, a BV is usually the go-to. It’s also the most straightforward vehicle if you’re setting up a Dutch subsidiary of a foreign parent company.
The NV (Naamloze Vennootschap) – Public and Prestigious
The NV is the Dutch equivalent of a public limited company (PLC). Think of it as the “big brother” of the BV.
Key features of the NV:
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Public company: shares can be listed on the stock exchange.
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Minimum share capital: €45,000.
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Governance: mandatory board of directors; supervisory board required in larger NVs.
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Liability: shareholders limited to their investment.
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Taxation: same as BV, but reporting requirements are stricter.
Who uses an NV?
Large corporations, multinationals, and companies aiming to raise capital from public markets. If you’re planning an IPO or want a high-profile structure, the NV is the way to go. But for most entrepreneurs, it’s overkill.
The VOF (Vennootschap Onder Firma) – The Classic Partnership
Now, let’s switch gears. What if you and a partner want to start a small business—say a consultancy or a retail shop? Enter the VOF.
Key features of the VOF:
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Partnership agreement between two or more individuals.
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No minimum capital required.
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Liability: partners are jointly and severally liable. Yes, that means if your partner racks up debt, creditors can come after your personal assets too.
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Taxation: profits taxed in the hands of partners as personal income.
When does a VOF make sense?
For small, low-risk businesses where trust between partners is strong. It’s easy and cheap to set up, but the liability risks make it unsuitable for larger ventures.
The Sole Proprietorship (Eenmanszaak) – Simple but Risky
If you’re a freelancer or one-person business, you might go for an Eenmanszaak.
Key features:
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One owner—but you can still employ staff.
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Liability: full personal liability for debts and obligations.
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Taxation: profits taxed as personal income. There are some entrepreneur allowances and tax credits available.
Who chooses this?
Freelancers, independent contractors, and small-scale entrepreneurs. The setup is quick, but personal liability is a big drawback if you want to scale.
The CV (Commanditaire Vennootschap) – Limited Partnership
A CV is like a VOF but with two kinds of partners:
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General partners – manage the business and carry unlimited liability.
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Limited partners (commanditaire vennoten) – contribute capital but aren’t involved in day-to-day management; their liability is limited to their contribution.
Who uses a CV?
Often chosen for investment vehicles, funds, or joint ventures where you want passive investors on board.
Foundations (Stichting) – Beyond Business
Here’s an interesting one: the Stichting. Technically, it’s not designed for profit-making, but many businesses use foundations for specific purposes like holding shares, running NGOs, or structuring charitable initiatives.
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No shareholders—controlled by a board.
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Can own assets, enter contracts, and even run a business (though profits must serve the foundation’s purpose).
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Commonly used for holding shares in corporate groups or protecting company continuity (the famous “Dutch foundation defense” against hostile takeovers).
Cooperatives (Coöperatie) – Collective Power
A cooperative is a flexible entity often used by groups of entrepreneurs, freelancers, or even large businesses pooling resources.
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Members share profits and risks.
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Flexible governance depending on size and purpose.
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Common in agriculture, healthcare, and professional services.
Choosing the Right Structure – What Really Matters
So, which structure should you pick? Here are some guiding questions:
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Do you need limited liability? (If yes, BV or NV.)
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Are you a freelancer or micro-entrepreneur? (Eenmanszaak is simplest.)
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Running a partnership of equals? (VOF works, but beware of liability.)
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Want to attract passive investors? (CV makes sense.)
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Looking at public capital markets? (NV is the structure.)
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Building an international group or holding company? (BV with participation exemption benefits is unbeatable.)
Why Get Professional Help?
Here’s the reality: while Dutch structures look simple on paper, every choice has tax, legal, and financial consequences. Get it wrong, and you might pay more tax than necessary, or worse—be personally on the hook for liabilities.
That’s why businesses—from solo entrepreneurs to multinationals—turn to NetherBridge Partners. We don’t just set up your company; we ensure your structure is aligned with your long-term goals, tax-efficient, and fully compliant.
Final Thoughts
Choosing a business structure in the Netherlands is like laying the foundation for a house. You want it solid, future-proof, and suited to the way you plan to live—or in this case, grow.
Whether you’re setting up your first freelance gig, expanding across Europe, or structuring a multinational holding, the Dutch system has an option for you. The question isn’t whether the Netherlands is attractive (it is). The question is: which structure puts your business on the path to success?
📩 Want tailored advice? Contact us today and start your Dutch venture with confidence.
