Glossary/Entity Types/Besloten Vennootschap
Entity Types

Besloten Vennootschap

BV

Besloten Vennootschap is the Dutch private limited liability company, the standard Dutch operating and holding company form for SMEs and foreign-owned subsidiaries.

What BV is

A Besloten Vennootschap (BV) is a Dutch private limited company regulated by Book 2 of the Dutch Civil Code. Shareholder liability is limited to subscribed capital. Since the Flex-BV reform of 2012 the minimum issued capital is 0.01 EUR, and shares can have differentiated voting and economic rights, including non-voting and non-profit-sharing shares.

Incorporation requires a notarial deed of incorporation passed before a Dutch civil-law notary (notaris), followed by registration with the Kamer van Koophandel (KvK). The company must have at least one director (bestuurder), who can be a foreign individual or another company, and a registered office in the Netherlands.

Substance requirements (real economic presence, Dutch resident director, local payroll for some treaty positions) matter for tax-treaty access and EU anti-abuse rules.

A BV pays Dutch corporate income tax (Vennootschapsbelasting) at 19 percent on the first 200,000 EUR and 25.8 percent above. The participation exemption (deelnemingsvrijstelling) exempts dividends and capital gains on qualifying 5 percent-plus shareholdings, which makes the BV a popular European holding company. Conditional withholding taxes apply on certain payments to low-tax jurisdictions.

Annual accounts are filed at KvK, with disclosure tier driven by size category.

When you will meet BV

You will encounter the BV when expanding into the Netherlands for sales, EU distribution, or holding-company purposes. Many international groups stack a Dutch BV between an operating company and an offshore parent to access the participation exemption and Dutch tax treaty network. Founders relocating to the Netherlands or accessing Schiphol-based logistics commonly form a BV.

The BV also fits e-commerce, fintech, and SaaS operating businesses targeting EU customers.

Where this comes up in our guides

Besloten Vennootschap FAQ

The Dutch participation exemption (deelnemingsvrijstelling) exempts a Dutch parent company from corporate income tax on dividends and capital gains from qualifying subsidiaries, generally requiring at least 5 percent ownership and that the subsidiary is not a low-taxed passive investment. It is one of the strongest holding-company regimes in the EU and underpins the Netherlands' role as a hub for international corporate structures.
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Sources
  1. 1Netherlands Chamber of Commerce (KvK)
  2. 2Belastingdienst - Corporate Income Tax
Definition reviewed March 2026.
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