Purpose
Help founders choose an appropriate Dutch legal structure, balancing liability, tax, cost, and growth.
Context & Assumptions
- Dutch processes are digital and well‑regulated.
- KVK registration and BTW obligations may apply depending on activity and thresholds.
- Guidance targets SMEs; regulated sectors may need additional approvals.
Core Guidance
Common Dutch Entities
- Eenmanszaak (sole proprietorship): simple setup; owner has unlimited liability; income taxed personally.
- BV (private limited company): liability protection; corporate taxation; suitable for growth and investment.
- VOF (general partnership): shared ownership; partners have joint/several liability; agreement recommended.
- Stichting (foundation): board‑run; non‑profit focus; no profit distribution to founders.
Selection Criteria
- Liability protection needs vs. personal exposure
- Tax profile (personal vs. corporate, BTW impact)
- Setup/maintenance costs and administrative effort
- Investment/growth plans and hiring needs
Practical Steps
- Decide entity type based on liability, taxation, and growth.
- Prepare identification, address, and activity details.
- Register with KVK and confirm BTW obligations.
- Set up banking and compliance calendar.
Common Pitfalls
- Choosing a structure without considering liability and tax impacts.
- Missing BTW registration or filing obligations.
- Operating without proper partnership agreements (VOF).
Related Documentation
- Partnership structures: https://www.omadudu.com/docs/business-formation/netherlands/02-partnership-structures
- KVK registration: https://www.omadudu.com/docs/business-formation/netherlands/03-kvk-registration
- Tax registration (BTW): https://www.omadudu.com/docs/business-formation/netherlands/04-tax-registration
- EU compliance: https://www.omadudu.com/docs/business-formation/netherlands/05-eu-compliance
- Timeline: https://www.omadudu.com/docs/business-formation/netherlands/06-timeline-next-steps
Disclaimer
Educational guidance, not legal/tax advice. Requirements may change. Verify entity rules, KVK procedures, and BTW obligations with official authorities and qualified advisors.