Log inLog inNo. AandelenXpress uses digital identification (using Entrust and the KNB) for founders based in the Netherlands, so there is no need for a physical visit to the office. The incorporation process is handled entirely digitally, including the notarial deed and registration with the Dutch Chamber of Commerce. An interpreter/translator, if required, can either join the meeting online independently or be present in the same room as the founder.
The notary is required to carry out due diligence on the founders and the intended activities of the new legal entity. You can therefore expect questions about your business plan and future objectives. There will also be questions about your personal situation. This is intended to prevent money laundering through BV’s and misuse of BV’s, and it does not pose an obstacle for transparent applications that meet the requirements stated on the website and in the general terms and conditions.
A standard BV through AandelenXpress starts at € 540,00 excluding VAT, with a separate Chamber of Commerce registration fee of €82.25.
For standard BVs, one director is sufficient, although in the case of multiple founders it is common to appoint multiple directors. A (non‑EU) director generally has an employment relationship with the BV and must therefore have a work permit.
The decision depends on various factors. A BV offers limited liability (meaning that creditors have no recourse against the entrepreneur’s personal assets), tax flexibility through deferral of tax payments, and a more professional image. One reason to choose a BV for protection is, for example, when hiring employees instead of working with freelancers (in Dutch: zzp’ers). Each legal form has its own drawbacks and costs, so the decision is often made in consultation with an accountant or lawyer.
AandelenXpress focuses on compliance, speed, and efficiency:
- Professional privacy protection through legal privilege;
- Direct contact with notaries;
- No intermediaries or cross‑selling of services;
- Lower prices than traditional firms (up to 50% lower);
- Limited client intake to meet public expectations.
The main motive for setting up a BV (private limited company) is usually to limit liability and to gain tax advantages by deferring taxes. Sometimes one BV is sufficient. The advantage of having only one BV is less administrative burden.
Nowadays, it is more common to see two BVs. This provides even more protection against liability if things go wrong. For example, employees falling ill is a well-known risk. Also, spending too much money on Google Ads or Meta can cause a startup to go bankrupt.
In case of insolvency, only the lower BV — the operating company — runs into trouble. The holding company, where the capital is held, continues to exist and does not automatically become bankrupt in the Netherlands.
From a tax perspective, having two BVs is often more advantageous. This especially applies if the business is eventually sold or transferred to the next generation. There are ample opportunities to defer tax on the capital gain from the sale or to engage in estate planning.
Conclusion: If the business activity carries no risk whatsoever and there is no prospect of the business increasing in value, one BV is a fine choice. In other cases, we advise establishing a holding company and an operating company.
According to the EU, criminals often misuse BVs. The damage caused runs into the billions.
A simple example of fraud is setting up a BV, ordering computers on account, and after the computers are delivered, disappearing without paying and leaving with the computers.
A more complex example is VAT fraud. BVs are set up that send large invoices to each other for, for example, batches of olive oil. The olive oil is never delivered, but the invoicing BV claims the VAT on the invoice back from the Tax Authorities. When the Tax Authorities inquire after a few months and millions of refunds, the perpetrators have already disappeared.
There must be someone acting as director of the BV. This person is called the “straw man.” The BV left behind after the fraud goesbankrupt or is dissolved by the Chamber of Commerce; it is called a “plofkraak BV.” That is why the FIOD (Fiscal Investigation Service) speaks of “Ploffers and straw men.”
In 2011, the mandatory pre-incorporation control by the Ministry of Justice was abolished. That responsibility now largely falls unpaid on notaries and banks through, among other things, the Wwft (Dutch Anti-Money Laundering and Terrorist Financing Act). This means that every person involved in the incorporation of a holding and an operating company must be investigated, and a file of that investigation must be kept for five years, even if the notary or bank knows the client is legitimate.
For those interested: in 2027 the EU wants the stricter AMLR (Anti-Money Laundering Regulation) to replace the Wwft. There is societal debate about whether the regulations have become excessive. Despite this debate, the law is very clear now: a thorough investigation must be conducted for every file, sometimes taking more time than the incorporation itself.
The reality for the Tax Authorities is somewhat more complicated. If you deregister a sole proprietorship from the Trade Register, under tax law you are considered to have ceased the business. This cessation often results in a so‑called “cessation gain” (in Dutch: stakingswinst). You must pay tax on this cessation gain — roughly 50% in the case of a successful sole proprietorship. In practice, the biggest risk for the entrepreneur lies in the goodwill of the sole proprietorship. The Tax Authorities rightly state on their website that this is a complex matter requiring specialist advice.
An simple example:
The sole proprietorship has an annual turnover of € 150,000.
Costs are € 40,000.
A reasonable salary for the entrepreneur if they were an employee would be € 70,000 plus € 10,000 for pension/benefits, totalling € 80,000.
The “excess profit” is the profit minus this normal remuneration, in this case € 30,000.
This excess profit is multiplied by a factor depending on the sector. Sectors with strong personal goodwill, such as general practitioners, often have a relatively low factor of 1 or 2. Sectors where profit is not heavily dependent on the entrepreneur’s personality, such as cybersecurity companies, may have a factor of 5 or even 7.
In the example of the general practitioner, the cessation gain is between € 30,000 and € 60,000, with tax between €15,000 and € 30,000.
In the cybersecurity example, the cessation gain is between € 150,000 and € 300,000, with tax between € 75,000 and € 150,000.
This tax bill will inevitably arise if such a soleproprietorship is converted into a BV without using the “tax-neutral contribution” facility (in Dutch: geruisloze inbreng).The tax inspector will catch it sooner or later. In addition to the significant amounts involved, such a tax assessment is also a serious drain on the company’s liquidity. Tax-neutral contribution is essentially a tax gift, allowing you to convert to a BV without triggering immediate taxation. In addition, all obligations to customers and suppliers must be properly transferred to the BV, which does not happen automatically when deregistering a sole proprietorship. From these examples, it is clear that the additional cost of a silent contribution is often an excellent investment.
A debt of the sole proprietorship cannot simply betransferred to the newly incorporated BV. In the case of a sole proprietorship, the creditor could recover the debt from the entrepreneur’s entire personal assets, including their home and savings. If the debt is transferred to the BV, recovery is only possible against the assets of the BV, and no longer against the entire personal estate of the director‑major shareholder. For the creditor, this is almost always disadvantageous.
Under the law, you need the creditor’s consent for a debt takeover. This also applies to the transfer of the debt to the BV. The notary cannot execute the incorporation if there is no creditor consent — that is how the legal system works. This requirement also applies to bank loans and to debts owed to a leasing company under a lease contract.
In practice, it can happen that leasing companies are not flexible and will only cooperate if there is already a Chamber of Commerce registration number for the BV. This creates a chicken‑and‑egg situation: the notary cannot incorporate until consent is given, while the leasing company’s internal rules may require incorporation before giving consent.
Moral of the story: if business is going very well, arrange the silent contribution first — and only then get that flashy leased car!
The tax opening balance sheet may, in addition to the contributed assets and liabilities, also include certain tax advantages. For example, for tax purposes you may record the income tax that is still payableas a liability of the BV to the entrepreneur personally. This is a tax benefit because that amount can be paid out without being subject to corporate income tax or dividend tax (together roughly 50%).
Under civil law, such a benefit cannot appear on the contribution balance sheet. If you could contribute a liability owed to the entrepreneur, it would imply that a person can owe money to themselves. To non‑tax specialists, such a contrived arrangement looks a bit like Baron von Münchhausen pulling himself out of a swamp by his own hair.
Therefore, the contribution statement cannot include these kinds of tax tricks — it may only contain actual assets, actualliabilities, and the difference between them: the equity of the BV being incorporated.
In a standard tax‑neutral contribution (in Dutch: geruisloze inbreng), a sole proprietorship is converted into a BV structure, usually consisting of a holding company and an operating company. All assets and liabilities of the sole proprietorship must ultimately become the assets and liabilities of the operating company.
The Dutch Tax Authority imposes requirements, such as complex rules regarding the entrepreneur’s tax debts and whether these may later be paid by the operating BV or even the holding BV. Under Dutch civil law, a tax‑neutral contribution means that all assets and liabilities must be transferred individually — first from the entrepreneur to the holding company, and then from the holding to the operating BV. Unlike in the case of an inheritance, marriage, or statutory merger, it is not possible to transfer all assets and liabilities in a single transaction.
We therefore combine these separate civil‑law transfers as much as possible in the so‑called contribution deed, a shorter notarial deed. However, customised arrangements are often still required for the actual transfers. Because tax law and civil law operate in separate spheres — each with its own education, courts, and professional culture — even professional advisers such as junior accountants may find it difficult to maintain an overview.
The key point is that a tax‑neutral contribution must simultaneously meet the requirements of both tax law and civil law.
