Starting a business in the Netherlands: legal form, KVK and permits

Starting a business in the Netherlands runs through four legal steps: choosing a legal form, registering in the trade register held by the Chamber of Commerce (Kamer van Koophandel, KVK), meeting the obligations that attach to the form you chose, and arranging the permits, insurance and contracts your activity requires. A sole proprietorship can be registered in a single appointment; a private limited company (besloten vennootschap, BV) requires a notarial deed first. The choice between them is a liability decision before it is anything else.

Which legal form should you choose first?

Choose the form on the basis of who carries the risk. Without legal personality you are personally liable for business debts; with a BV, in principle only the company is.

Dutch law divides business forms into those with legal personality and those without, and that line determines who pays when things go wrong. A sole proprietorship (eenmanszaak) and a general partnership (vennootschap onder firma, VOF) have no legal personality: the business and the person behind it are the same legal entity, so business creditors can reach private assets, including your home and savings. A BV, a cooperative and a foundation are separate legal persons. They own their own assets and owe their own debts.

When does a sole proprietorship work?

The eenmanszaak suits a one-person service business with limited exposure. Registration is quick, the accounting obligations are light and the profit is taxed in your personal return, with entrepreneur reliefs available in the early years. There is only one owner, although the business may employ staff.

The exposure is unlimited, and it is not theoretical. A professional negligence claim, a client’s insolvency that leaves you unable to pay your own suppliers, or an accident on a client’s premises can reach your private assets. If you are married in a community of property, your partner’s exposure follows. Professional and public liability insurance covers part of that risk; it does not create a legal separation. Where the activity involves stock, premises, employees or advice on which clients rely financially, the eenmanszaak is usually the wrong form.

What does a general partnership mean for each partner?

Each partner in a VOF is jointly and severally liable for all of the partnership’s debts. A creditor can therefore claim the whole debt from whichever partner is solvent.

A VOF is two or more people carrying on a business under a common name. Each partner contributes money, goods or labour. Internal profit shares do not limit what a creditor can recover from you, and you are bound by contracts the other partners conclude within the scope of the business.

That makes the partnership agreement essential rather than optional. It should record contributions, profit and loss shares, decision-making and the limits of each partner’s authority. It should also say what happens on illness, death, retirement or dispute, contain a valuation mechanism for a departing partner’s share, and include a non-compete where one is justified. Without such an agreement, these questions are left to the general rules, and those rarely fit the business. Until the long-planned modernisation of partnership law enters into force, articles 16 to 34 of the Commercial Code (Wetboek van Koophandel) continue to apply.

A limited partnership (commanditaire vennootschap, CV) is a variant in which a silent partner contributes capital without managing. That protection is fragile. A silent partner who takes part in management loses it and becomes fully liable, which is a trap for investors who cannot resist getting involved.

Why do most growing businesses use a BV?

The BV is the standard vehicle for anything with employees, external investors, meaningful contracts or real risk. It is a separate legal person, so in principle only the company is liable for its debts, and the shareholder risks the capital contributed. Since 2012 there has been no minimum share capital, so a BV can be incorporated with a nominal amount. The shares can be structured freely, which is why investors expect one.

Incorporation requires a notarial deed executed by a Dutch civil-law notary, containing the articles of association. The company is then registered in the trade register. The articles are not a formality. They fix who appoints and dismisses directors, whether share transfers are restricted, how the general meeting decides and whether any body other than the general meeting has powers. Spend the time on them at incorporation, because amending them later means going back to the notary.

When can a BV director still be personally liable?

The limitation of liability is not absolute. Directors can be personally liable in a number of defined situations:

• for improper management, in particular in bankruptcy (article 2:248 of the Dutch Civil Code, BW);
• for distributions made without a proper assessment of whether the company can keep paying its debts (article 2:216 BW);
• for unpaid payroll taxes and pension contributions where the company failed to report its inability to pay in time;
• towards a creditor, where they entered into obligations on behalf of the company knowing it could not meet them.

A person who acts for a BV that has not yet been incorporated is personally bound until the company, once incorporated, ratifies the act (article 2:203 BW). This becomes a problem where trading starts before the appointment at the notary. Our articles on the legal steps from idea to BV and on liability before incorporation deal with both points.

How do the forms compare?

You can change form later. A sole proprietorship can be converted into a BV, and doing so at the right moment, before the exposure materialises, is normal practice. The conversion has legal consequences for contracts, employees and permits. These have to be transferred or renewed; do not assume they follow automatically.

How do you register in the trade register?

Every business in the Netherlands must be entered in the trade register kept by the KVK. You register no earlier than one week before you start trading and no later than one week after.

For a sole proprietorship or a partnership you register yourself, by completing the form online and attending an appointment in person. For a BV, the notary usually handles the first registration as part of the incorporation.

Bring valid identification and evidence of the business address. The address has to be a genuine one at which the business is established; a registration consisting only of a mailbox can be refused. If you work from a rented home or from an apartment that is part of an owners’ association (Vereniging van Eigenaars, VvE), check the tenancy agreement and the association’s rules before you register. Both frequently restrict commercial use.

At the appointment you describe your activities, which are translated into one or more standard industry codes. Choose a description that is accurate but not artificially narrow, so that a natural extension of the business does not require an amendment. The entry is public. The KVK charges a one-off registration fee, which it adjusts annually; for 2026 it is €85.15.

Why is the trade name a legal question?

Registering a name with the KVK does not give you rights to it. Under article 5 of the Trade Name Act (Handelsnaamwet), you may not use a trade name that is likely to cause confusion with a name another business was already using, judged by the nature of the businesses and where they operate. The KVK does not test this when it accepts your registration. A business can therefore be registered and still be required to change its name.

Make two checks before you commit to signage, a domain and stationery. Search the trade register for similar names in your sector. Then search the Benelux trade mark register, because a registered trade mark can block a trade name even where the trade name came first in a different region. If the name matters to the business, register it as a trade mark. That is the only way to acquire an exclusive right to it, and it is far cheaper than a rebrand. Our article on protecting intellectual property in the Netherlands covers the wider portfolio.

Who must register in the UBO register?

Legal entities and partnerships registered in the Netherlands must also register their ultimate beneficial owners (UBOs): the natural persons who ultimately own or control the entity. The obligation does not apply to a sole proprietorship.

The UBO register is kept alongside the trade register and follows from European anti-money-laundering legislation. It applies to a BV, a cooperative, a foundation and a partnership. Failing to register, or registering incorrectly, is an economic offence.

Access to the register is no longer public. Following a judgment of the Court of Justice of the European Union, general public access was ended. The register is now consulted by the competent authorities, the Financial Intelligence Unit, institutions carrying out client due diligence and parties who can demonstrate a legitimate interest. Keep the entry current: it has to be updated when the ownership or control structure changes, and banks check it. The glossary entry on the UBO register sets out who qualifies as a beneficial owner.

What about tax registration?

You do not register separately with the tax authorities. Your registration in the trade register is passed on to the Dutch Tax and Customs Administration (Belastingdienst) automatically, and your VAT number and other tax identifiers follow by post.

The framework is straightforward to describe. Profit from a sole proprietorship or a partnership share is taxed in the entrepreneur’s personal income tax return. A BV pays corporation tax on its own profit. What the owner then draws from it, as salary or dividend, is taxed again at the level of the individual, with rules on the minimum salary a director-shareholder is required to take. Value added tax (VAT, in Dutch btw) is charged on most supplies and accounted for periodically. A small business scheme (kleineondernemersregeling, KOR) allows businesses below a turnover threshold to opt out of charging and reclaiming VAT altogether.

Where does our advice stop?

We do not give tax advice. Whether a BV is fiscally better than a sole proprietorship, whether the small business scheme is worth losing your input VAT deduction, whether a holding structure makes sense and whether you qualify for the 30% ruling are questions for an accountant or tax adviser, because the Belastingdienst rates and thresholds change every 1 January. We set up the legal structure that follows from their answer.

Which legal duties around tax do you have?

Two legal points around tax do belong here. First, keep business and private finances separate from the first day, and keep the records. The obligation to maintain an administration from which rights and obligations can be established at any time is a legal one (article 2:10 BW for a BV). If the company later goes bankrupt and that obligation was not met, the law presumes that the director managed the company improperly (article 2:248 paragraph 2 BW).

Second, a BV that cannot pay its payroll taxes or pension contributions must report this to the authorities in time (article 36 of the Tax Collection Act, Invorderingswet 1990). Directors who fail to give that notification face personal liability, and this is an established route to a personal claim against a director of a small company.

What do you need for banking, insurance and contracts on day one?

You need a business bank account, the insurance that is mandatory for your situation, and the core documents before you send your first invoice.

How do you open a business bank account?

A Dutch business bank account is the next practical step, and it can take time. Banks are subject to anti-money-laundering legislation. They must understand who you are, what the business does, where its money comes from and who its customers will be. Expect to explain that clearly and to produce the trade register extract, identification and your citizen service number (burgerservicenummer, BSN), and often a business plan or a cash flow forecast. A vague description of the activity or an ownership structure that is not clearly evidenced will slow the application down, so prepare both.

Which insurance is mandatory?

Health insurance is compulsory for everyone living or working in the Netherlands and must be arranged within four months of becoming obliged to insure. Motor insurance is compulsory for a business vehicle. Once you employ someone, you carry a statutory duty of care for their safety. You must also continue to pay wages during illness for up to 104 weeks (article 7:629 BW). That combination is the reason employers insure the risk.

Professional liability insurance covers financial loss a client suffers because of an error in your advice or services. Public liability insurance covers damage to persons or property. Neither is legally required in most sectors, but some regulated professions must carry cover, and many clients require it contractually. An entrepreneur without employees has no automatic income protection during long-term illness, so price disability insurance rather than assume you are covered.

Which contracts and documents should be ready?

Before you invoice anyone, have general terms and conditions drafted for your business. Provide them to the other party before or when the contract is concluded, because terms that were not provided can be annulled (articles 6:233 and 6:234 BW). Have a template agreement for the work you do, dealing with scope, payment, intellectual property and liability.

If you process personal data, and almost every business does, you need a privacy statement and, in most cases, a record of processing activities under the General Data Protection Regulation (GDPR). You also need a processing agreement with each supplier who handles personal data for you.

Which permits and sector rules apply?

Registration makes the business exist; it does not make the activity lawful. Many activities need a permit or fall under sector rules, and checking this is your responsibility, not the KVK’s.

Premises are the first place to look. Using a building for a purpose the municipal environmental plan (omgevingsplan) does not allow requires a permit under the Environment and Planning Act (Omgevingswet), which has applied since 1 January 2024. The municipality enforces it. Serving alcohol requires a licence under the Alcohol Act (Alcoholwet), with requirements as to the premises and the persons managing them. Preparing or selling food brings you within the food safety rules and the supervision of the Netherlands Food and Consumer Product Safety Authority (NVWA). Taking payments from consumers, offering credit, insurance or investment services, or handling client money may bring you within financial supervision. Providing certain professional services brings obligations to identify clients and report unusual transactions under the anti-money-laundering legislation.

Do you lend out workers to others?

Then you will need admission under the new Act on the admission system for the hiring out of workers (Wet toelating terbeschikkingstelling arbeidskrachten, Wtta) from 1 January 2027.

The rule covers businesses that make workers available to others, the temporary agency sector broadly defined. From 1 January 2027 they may only do so with admission from the Dutch admissions authority (Nederlandse Autoriteit Uitleenmarkt, NAU). Existing lenders can sign up for the transitional arrangement from 1 November 2026 up to and including 31 December 2026. The Labour Inspectorate starts enforcing the rules from 1 January 2028. If you are setting up in or around this sector, deal with it now rather than in the new year. Our overview of new Dutch legislation for entrepreneurs covers this and other changes in the same period.

What changes when you hire your first employee?

Hiring changes the legal position of the business more than any other single step. Before the first working day you need a written employment contract that complies with Dutch employment law and a payroll registration.

You also need a risk inventory and evaluation of working conditions (risico-inventarisatie en -evaluatie, RI&E). Article 5 of the Working Conditions Act (Arbeidsomstandighedenwet) makes this an obligation for every employer with staff, and the Labour Inspectorate checks it. Establish as well whether a collective labour agreement (cao) applies to your sector. If it does, its terms on pay, hours and allowances can override what you agreed individually.

Engaging a self-employed contractor instead is not a way around this. If the relationship in practice has the features of employment, meaning work, pay and a relationship of authority, it will be treated as employment whatever the contract says. That has consequences for payroll taxes and dismissal protection. The tax authorities’ moratorium on enforcement in this area ended on 1 January 2025. A legal presumption of employment for contractors below an hourly rate threshold is planned, but it is not yet law in force; treat it as a future rule. Draft the engagement around a deliverable, keep the contractor free to work for others, and check periodically whether the practice still matches the paper.

What if you are not an EU citizen?

Registering at the KVK does not create a right to work, and a residence permit that allows employment is not the same as one that allows you to run your own business. Nationals of an EU or EEA state or of Switzerland need nothing beyond municipal registration.

Everyone else needs a residence permit that covers self-employment, issued by the Immigration and Naturalisation Service (IND). There are several routes:

• the permit for self-employed persons, assessed on the value of the business for the Dutch economy;
• the start-up permit, which gives a founder one year to build an innovative business with a recognised facilitator;
• the highly skilled migrant route, for those who will be employed by their own or another company.

Nationals of the United States can rely on a treaty route with lighter conditions. Turkish nationals benefit from a standstill arrangement under the association agreement with the European Union.

The order matters. Arrange the permit before you commit to premises, staff or a lease, and be aware that the self-employment permit is assessed on a business plan that has to stand up to expert scrutiny. Our guides on the start-up visa, on the self-employment permit and on obtaining a work permit in the Netherlands set out the conditions for each. The article on setting up a Dutch BV with foreign shareholders deals with the corporate side.

Which obligations arrive as the business grows?

Several duties attach not to the start but to reaching a certain size, and nobody sends you a reminder.

A BV must file its annual accounts with the trade register, at the latest twelve months after the end of the financial year (article 2:394 BW). Late filing counts as improper management if the company later goes bankrupt. Larger companies also need an audit. From fifty employees an employer must establish a works council (article 2 of the Works Councils Act, WOR). From the same size, an employer must have an internal procedure for reporting suspected wrongdoing under the Whistleblowers Protection Act (Wet bescherming klokkenluiders), with protection for the person who reports.

Sector-specific regulation follows the same pattern. Since 15 August 2026 the Cybersecurity Act (Cyberbeveiligingswet), which implements the European NIS2 directive, has applied to organisations in the sectors it designates. It brings a duty to register with the National Cyber Security Centre (NCSC), to take security measures and to report significant incidents: an early warning within 24 hours and a fuller notification within 72 hours. Whether your business falls within scope depends on its sector and size. Establish the answer rather than assume it.

In which order should you take the steps?

The sequence that avoids most problems is short:

1. Decide the legal form on the basis of exposure, not cost.
2. If it is a BV, instruct the notary and do not contract in the company’s name before the deed is executed.
3. Check the name against the trade register and the trade mark register before you commit to it.
4. Register with the KVK within the statutory window, at an address you are permitted to use commercially.
5. Register the beneficial owners where the form requires it.
6. Open the bank account with a clear account of what the business does.
7. Put the general terms, the standard contract and the data protection documents in place before you invoice.
8. Establish which permits your activity requires, and apply before you start rather than after.
9. Where you employ or engage anyone, get the contract right at the outset. That is far cheaper than correcting it after eighteen months.

What can we do for you with starting a business?

Our corporate lawyers support founders from the choice of legal form to the first employee:

• We compare the liability of an eenmanszaak, VOF and BV for your activity and record the choice with the notary.
• We draft or review the articles of association and the shareholders’ agreement before the notarial deed is executed.
• We check your trade name against the trade register and the Benelux trade mark register.
• We draft your general terms and conditions, a standard client contract and the GDPR documents.
• We draft the first employment contract and check which collective labour agreement (cao) applies.
• We coordinate with the IND route if you need a residence permit for self-employment or a start-up.

Summary

• The legal form is a liability decision: an eenmanszaak or VOF exposes your private assets, a BV in principle does not.
• Register with the KVK between one week before and one week after you start; a BV needs a notarial deed first.
• A registered trade name gives no exclusive right; a trade mark does.
• Legal entities and partnerships must register their beneficial owners in the UBO register.
• Permits, employment obligations and sector rules such as the Wtta and the Cybersecurity Act apply on top of registration.

Frequently asked questions