Which is the best choice? Employ a bookkeeper or outsource it to an accounting firm? Read more about it here.
A besloten vennootschap (bv) is a widely used legal form in the Netherlands. For entrepreneurs who want to grow strategically, a bv can also be part of a broader holding structure. This offers additional opportunities for risk spreading, tax optimisation and asset management. At Belastingadviseur Eindhoven B.V., we guide you in setting up a bv or a complete Dutch holding structure and take care of administration and compliance.
How does the Dutch bv compare to similar legal forms abroad, such as the German GmbH, Belgian bvba, Spanish SL and British Limited?
A bv is a legal entity, which means that the company is independently liable for its obligations. The shares are privately owned and not freely tradable on the stock market. This makes the bv a suitable choice for entrepreneurs who want to maintain control over their business.
An important reason to choose a bv is the limited personal liability. Shareholders are not personally responsible for the debts of the bv, except in cases of mismanagement. Fiscally, the bv offers advantages, especially with higher profits. By using a holding structure - with a holding bv as the parent and an operating company underneath - you can further exploit these advantages. This offers protection of private assets and makes it easier to restructure assets or shares.
The German Gesellschaft mit beschränkter Haftung (GmbH) resembles the Dutch bv in many ways. Both are legal entities with limited liability, where the assets of the company are separate from the private assets of the founders. A key difference is the required start-up capital: for a GmbH, you must contribute at least €25,000, of which at least half must be paid up directly. With a Dutch BV, the minimum start-up capital is only €0.01. Also, in Germany, publication and administrative requirements are often stricter.
Since 2019, the Belgian limited liability company (bvba) has been replaced by the new bv, but the old term is still often used. This legal form is very similar to the Dutch bvba.
In Belgium, the incorporation requirements are more complex and expensive. Consider a required starting capital of at least €18,550 with the former bvba. In addition, the notarial costs and publication requirements are higher than in the Netherlands. A holding structure is also possible in Belgium, but the flexibility in the Netherlands - for example, with tax facilities such as the participation exemption - often makes the Dutch BV more attractive.
The Spanish Sociedad Limitada (SL) is similar to the Dutch bv and German GmbH. However, the incorporation procedure in Spain is less flexible and requires a minimum of €3,000 in start-up capital. Entrepreneurs looking to expand internationally find that Spanish bureaucracy can be time-consuming. One advantage of the SL is greater freedom in the transfer of shares, but for Dutch entrepreneurs, a BV with a holding structure often offers more advantages, such as asset protection and tax efficiency.
The British Limited Company (Ltd) is known for its simplicity. No minimum capital is required, and incorporation can often take place within 24 hours. This makes the Ltd attractive to start-ups. However, since Brexit, there are additional administrative and tax obligations when operating across borders. For Dutch entrepreneurs who want a solid and flexible structure, the Dutch bv with a holding structure usually offers more stability and tax advantages.
A holding structure allows you to spread your company's risks. The holding bv acts as the parent company, while the operating company carries out the day-to-day business activities. This offers benefits such as:
At Belastingadviseur Eindhoven we have extensive experience in setting up and managing holding structures. We guide you step by step, from setting up your bv to setting up an efficient administration.
The choice for a Dutch bv or a foreign legal form depends on your personal situation and ambitions. Do you want to do business locally, expand internationally or set up a holding structure? Our team is ready to advise and guide you.
Contact us and discover how we can optimize your company's tax and legal structure.
Which is the best choice? Employ a bookkeeper or outsource it to an accounting firm? Read more about it here.
What is the role of a shareholders' agreement and why should you include it when setting up a bv? Read more about it here.
Read here what you need to consider when setting up a bv with a foreign shareholder.
Belastingadviseur Eindhoven is onderdeel van Adviesgroep Eindhoven. De one-stop-shop voor ondernemers, particulieren en expats.
