Choosing the Right Legal Structure for Your Dutch Business

Disclaimer: This information is for general use only. bunq does not give legal or tax advice. For personalized advice, please consult with a professional legal or financial advisor

Introduction

Starting a business in the Netherlands is an exciting step, but before you dive in, one of the first and most important decisions you’ll make is choosing the right legal structure. This choice impacts everything from liability and taxes to administrative tasks and hiring employees.

A key part of setting up your business is opening a Business Bank Account, which is legally required in the Netherlands. At bunq, we’re here to make your journey as smooth as possible. Our bunq Free Business plan for eenmanszaak (sole proprietorship) is designed to help entrepreneurs get started with ease. Below, we break down the most common legal structures in the Netherlands to help you choose the best fit for your business.

Overview of Dutch Business Legal Structures

Eenmanszaak (Sole Proprietorship)

A simple and popular choice for solo entrepreneurs looking to launch quickly.

• Liability: You are personally responsible for all business debts, meaning there’s no legal separation between personal and business assets.

• Taxes: Profits are taxed under Box 1 of income tax, and you may qualify for deductions like the zelfstandigenaftrek (entrepreneur’s deduction) if you meet the required hours.

• How to set up: Register with the Kamer van Koophandel (KvK, Dutch Chamber of Commerce). Your details will also be shared with the Tax Administration for VAT purposes.

• Can you hire employees? Yes, even as a sole proprietor, you can hire staff.

• Administrative requirements: Maintain accurate business records for tax compliance.

• Best bunq plan: The bunq Free Business plan is perfect for sole proprietors starting out.

Learn more about sole properitorships here.

Besloten Vennootschap - BV (Private Limited Company)

A strong option if you want limited liability and a business that operates as a separate legal entity.

• Liability: The company itself is liable for debts, protecting shareholders from personal liability.

• Taxes: Profits are subject to corporate income tax.

• How to set up:

  • A notarial deed is required, drafted by a civil-law notary.

  • Register with the KvK.

  • At least €0.01 in starting capital is required.

• Management: Managed by directors, with the option of a supervisory board.

• Administrative requirements: Strict financial reporting and record-keeping are mandatory.

• Best bunq plan: bunq Core, Pro, or Elite—choose based on your business needs. Compare plans here.

Learn more about BVs here.

Vennootschap Onder Firma - VOF (General Partnership)

Ideal for businesses with multiple partners looking to share responsibilities and assets.

• Liability: All partners are personally liable for debts, regardless of who incurred them.

• Taxes: Each partner pays income tax on their share of the profits.

• How to set up: Register the VOF with the KvK. While not mandatory, drafting a partnership agreement is highly recommended.

• Management: All partners share responsibilities, with roles typically outlined in a partnership agreement.

• Administrative requirements: Keeping accurate financial records is essential. Many VOFs choose to outsource bookkeeping.

• Best bunq plan: Core, Pro, or Elite depending on business operations. Compare plans here.

Learn more about VOFs here.

Stichting (Foundation)

A non-profit legal entity designed for social, cultural, or charitable activities.

• Liability: The foundation is responsible for its obligations. Board members are only personally liable in cases of mismanagement.

• Taxes: Generally tax-exempt unless engaging in commercial activities.

• How to set up:

  • No minimum capital required.

  • Formation through a notarial deed.

  • Register with the KvK.

• Management: Run by a board of directors.

• Profits: Must be reinvested into the foundation’s goals.

• Best bunq plan: Core, Pro, or Elite depending on business needs. Compare plans here.

Learn more about foundations here.

Vereniging (Association)

A legal entity for groups pursuing a common goal, often in a non-profit capacit, like for your VvE!

• Liability:

  • Full Legal Capacity: The association itself is liable; board members are not personally liable.

  • Limited Legal Capacity: Board members may be personally liable.

• Taxes: May be subject to corporate income tax if engaging in commercial activities. Exemptions apply for limited profits.

• How to set up:

  • Full Legal Capacity: Requires a notarial deed and KvK registration.

  • Limited Legal Capacity: Notarial deed is optional, but KvK registration is recommended.

• Management: Operated by a board, with collective decision-making by members.

• Profits: Must be reinvested into the association’s goals. No profit distribution to members.

• Best bunq plan: Core, Pro, or Elite depending on business needs. Compare plans here.

Learn more about associations here.

Choosing the Right Structure for Your Business

Selecting the right legal structure is key to setting up your business for success. Whether you’re starting solo with an eenmanszaak, launching a BV, forming a partnership, or running a foundation, understanding the implications of each option helps you make an informed choice.

At bunq, we’re here to support you at every stage of your journey. Whether you need a simple business account to get started or a more advanced plan for growth, we’ve got the right banking solution for you.

Start your business today—follow the steps to register with the Netherlands Chamber of Commerce (KVK) using the official government guide here