Knowledge base
What is a BV? Meaning, characteristics and structure
What is a BV? The Dutch private limited company explained
BV stands for besloten vennootschap, the Dutch private limited company. It is a legal form in which your business is a separate legal entity, with registered shares held by one or more shareholders. On this page you read where the abbreviation comes from, how the structure of shareholders, board and (where relevant) a holding company works, which taxes and deadlines come with it, and what a BV means in practice for your bookkeeping. Our knowledge base covers each of these subjects in more depth.
The full legal name is besloten vennootschap met beperkte aansprakelijkheid, the private company with limited liability, governed by Book 2 of the Dutch Civil Code (Burgerlijk Wetboek). The BV is a legal entity (rechtspersoon): it has its own legal identity, separate from the people who set it up or run it. The BV signs its own contracts, hires its own staff, owns its own assets and pays its own tax. As director and majority shareholder (directeur-grootaandeelhouder, DGA) you are in principle not liable with your private assets for the debts of the BV. That limit is not absolute. Banks often ask for a personal guarantee, and a director who keeps trading while the company is clearly insolvent, or who fails to report an inability to pay payroll tax and VAT in time, can still be held personally liable.
The word 'besloten' (closed) refers to the shares. They are registered in a name and cannot be freely traded. The articles of association can include a blocking clause (blokkeringsregeling): a shareholder who wants to sell must first offer the shares to the other shareholders. That is how you keep control over who becomes a co-owner. The second part of the name, beperkte aansprakelijkheid, means limited liability: a shareholder risks the capital paid up on the shares and no more. This is where the BV differs from the public limited company (naamloze vennootschap, NV), whose shares are in principle freely transferable.
A vennootschap is a form in which one or more persons run a business together. The word comes from vennoot, the partner you do it with. Dutch law knows two families. Partnerships such as the general partnership (vennootschap onder firma, VOF), the professional partnership (maatschap) and the limited partnership (commanditaire vennootschap, CV) are not legal entities, so the partners are liable with their private assets. Capital companies, the BV and the NV, are legal entities with share capital, and the liability stays with the company. For growing businesses the BV is by far the most common choice.
So what is a BV company in concrete terms? It is a business whose capital is divided into shares held by one or more shareholders. Since the introduction of the flex-BV there is no longer a minimum capital of 18,000 euro: one share of one eurocent is formally enough. Do keep the difference in mind between capital paid up on shares, which is permanent equity of the BV, and money you lend to your own company, which sits in a current account (rekening-courant) and has to be repaid. In many cases one person holds all the shares and is also the director. That combination is called a director-major shareholder (DGA), formally employed by their own BV and paid a salary that has to meet the customary salary rules. You can read more in our article on the DGA salary 2026.
Structure, characteristics and what this means for your bookkeeping
A BV has two bodies that the law keeps strictly separate. The general meeting of shareholders (algemene vergadering van aandeelhouders, AVA) is the highest body: it appoints and dismisses the board, adopts the annual accounts and decides on dividend. The board, in practice often the DGA, runs the company day to day and signs on its behalf. Directors and shareholders are entered in the Commercial Register (Handelsregister) at the Chamber of Commerce (KVK). Many entrepreneurs add a layer on top: a personal holding BV that holds the shares in one or more operating BVs. That spreads risk and keeps profit out of the trading company, but it also doubles the administration.
With a BV your tax calendar is fixed. The BV files a VAT return (btw-aangifte) every quarter, sometimes every month. As soon as salary is paid, and with a DGA that is the case from day one, a payroll tax return follows every month. On its profit the company pays corporate income tax (vennootschapsbelasting, VPB), with a lower step-up rate on the first bracket and a higher rate above it. The corporate income tax return is due within five months of the end of the financial year, unless you request an extension. The annual accounts (jaarrekening) go to the Chamber of Commerce within eight days of adoption and at the latest twelve months after the financial year ends. Miss a date and the penalty from the tax authority (Belastingdienst) follows automatically.
A BV's bookkeeping is heavier than that of a sole proprietorship (eenmanszaak). You keep double-entry books with a full balance sheet, business and private money stay strictly separated, and every withdrawal runs through salary, dividend or the current account and has to be documented. With a holding and an operating company you have two sets of books, two annual accounts and two corporate income tax returns. That is where we come in. Nummerix takes over the administration and every mandatory return, in English and entirely remotely, and watches the deadlines for you. You know the cost in advance: one fixed monthly fee (excl. VAT), agreed before we start.
A BV only comes into existence at the notary. The notary drafts the articles of association and passes the deed of incorporation, after which the company is entered in the Commercial Register. You need at least one shareholder and one director, and the shares have to be paid up. Nummerix does not incorporate BVs and does not pass deeds; we take over everything that comes after it. What incorporation involves is explained on our page Setting up a BV: costs, step-by-step plan and notary. Converting a sole proprietorship into a BV? We handle the tax and administrative preparation of that transition.
Wondering whether a BV also makes sense for you from a tax point of view, for instance because you want to move private assets into it in view of the box 3 plans? That question depends heavily on your personal circumstances. We make no tax commitments without knowing your situation. Schedule a free 30-minute introductory call for that: we will give you a clear picture of what does and does not apply to your case, without you having to request a quote straight away.
Want to know what your fixed monthly fee will be? Request a free quote. You will know within one working day where you stand, and you are not tied in for the long term.
FAQ
Frequently asked questions
What does BV stand for?
BV stands for besloten vennootschap, in full besloten vennootschap met beperkte aansprakelijkheid, the Dutch private limited company with limited liability. The legal form is set out in Book 2 of the Dutch Civil Code. In running text the Dutch write bv in lower case; in a registered company name you follow the spelling used in the Chamber of Commerce registration, usually B.V. or BV. The dots have no legal meaning. The plural is bv's.
What is the difference between a BV and a sole proprietorship?
With a sole proprietorship (eenmanszaak) you are personally liable for every debt of the business. A BV is a separate legal entity, so in principle your private assets stay out of range, as long as you manage the company properly and have not signed a personal guarantee. A BV pays corporate income tax on its profit, while a sole proprietorship is taxed through income tax. Whether switching pays off depends on your profit and your personal situation. Book a free intake call to weigh it up.
What is a holding structure with a BV?
In a holding structure, a personal holding BV owns the shares in one or more operating BVs. The holding receives dividends from the operating company under the participation exemption, which allows profit to be retained tax-free. That offers advantages when selling the business, spreading risk and building up a pension. A holding structure places higher demands on the administration, because each BV requires its own bookkeeping and annual accounts.
What does the DGA salary involve and what are the rules?
As a director-major shareholder you are formally employed by your own BV. The tax authority (Belastingdienst) requires you to pay yourself at least the so-called customary salary. The level of this salary is laid down by law and is adjusted every year. You will find more details about the current standards in our article on the DGA salary 2026.
Which mandatory returns and filings does a BV have?
A BV files a VAT return every quarter or every month, a payroll tax return every month as soon as salary is paid, a corporate income tax return within five months of the end of the financial year, and the annual accounts with the Chamber of Commerce within eight days of adoption and at the latest twelve months after year-end. Fines for filing late are automatic. Nummerix tracks every one of these dates for you.
Does Nummerix also set up BVs?
No. Setting up a BV requires a notarial deed and goes through the notary. We handle everything that comes after that: the bookkeeping, VAT and corporate income tax returns, the annual accounts and the payroll administration. Would you like to know more about the incorporation itself? Then read our page on Setting up a BV: costs, step-by-step plan and notary.
Questions about your own situation?
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