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Converting a sole trader or partnership to a BV

Ready for the step to a BV?

Has your business grown and do you want to become more tax-efficient? We guide you through the entire process of converting your sole proprietorship or partnership (VOF) into a BV. From advice on the right method to the notary and the Belastingdienst.

Why convert

When does a BV become worthwhile?

Many entrepreneurs start out as a sole trader or partnership and grow into a BV. But exactly when does that switch pay off?

The sole proprietorship or partnership (VOF) is ideal to start with: low-threshold, simple and with tax advantages such as the self-employed deduction. But as your profit grows, a BV becomes more attractive at a certain point.

A common rule of thumb is that a BV becomes worthwhile once your profit structurally exceeds €80,000 to €100,000 per year. From that point on, the tax advantage of a BV can outweigh the extra costs and administrative obligations.

Besides the tax aspect, liability also plays a role. With a sole proprietorship or partnership, you're personally liable with your private assets; with a BV that's in principle kept separate. That gives peace of mind as your business grows.

We're happy to work out whether switching pays off in your situation. During a free consultation we look at your figures and give you honest advice, even if converting isn't (yet) a smart move.

What we arrange for you

Calculation of whether converting pays off
Advice on the right method and structure
Setting up a holding and operating BV
Working together with the notary
Registration and Chamber of Commerce (KvK) matters
Handling matters with the Belastingdienst
Setting up the new administration
How it works for tax purposes

Three ways to switch to a BV

There are three ways to bring your business into a BV. Each method has its own tax consequences and rules. We advise you which one best fits your situation.

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1. Asset-liability transaction

The simplest and fastest method: you sell the assets and liabilities of your business to the newly established BV. No notarial deed is required for this. Because this is treated for tax purposes as discontinuing your business, you pay tax immediately on the so-called discontinuation profit. Especially suitable when your business has little goodwill or hidden reserves.

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2. Taxed contribution

You contribute your business at its actual value, with retroactive effect of up to three months. With this method too, you settle for tax purposes on the increase in value, although under certain conditions there are tax facilities that can soften the tax burden. A notarial deed is required for the contribution.

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3. Tax-neutral contribution

The most commonly chosen method for businesses with significant goodwill or hidden reserves. The BV takes over the existing book values, so you don't have to settle with the Belastingdienst right away. If you want to do this with retroactive effect to 1 January (up to nine months back), you must file a declaration of intent before 1 October of that year.

Often overlooked

Important points of attention during conversion

A conversion involves a number of statutory deadlines and formalities. We keep track of these for you.

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Declaration of intent

Do you want the tax-neutral contribution to take retroactive effect to 1 January? Then you file a declaration of intent with the Belastingdienst before 1 October of that year.

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Notarial deed

For a taxed or tax-neutral contribution, the notary arranges the deed of incorporation and the deed of contribution, in which the transfer of your business is recorded.

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Valuation

The value of your business is determined on the basis of a balance sheet and profit-and-loss account, as the basis for the contribution into the BV.

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Director-majority shareholder salary

As a director-majority shareholder (DGA), you set an appropriate salary and correctly record the relationship with your BV in a current account.

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Statutory deadlines

Each method comes with deadlines. We plan this for you, so you never miss a deadline.

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Annual accounts & tax return

After the conversion, we prepare your first annual accounts and take care of the corporate income tax return.

The benefits

Why entrepreneurs choose a BV

A BV offers not only tax advantages but also more protection and professionalism.

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More tax-efficient at higher profits

From a certain level of profit, you pay less tax through a BV than through income tax.

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Limited liability

Your private assets are in principle kept separate from your business. That provides peace of mind and security.

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Professional image

A BV inspires confidence with clients, suppliers and banks. It radiates continuity.

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Easier to invest

Keeping profit in the BV and reinvesting it is tax-attractive, especially with a holding structure.

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Easier to expand

A BV makes it easier for partners, investors or successors to join.

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Building pension

Through a BV you have more options to build up tax-friendly capital for later.

How it works

Five steps to your BV

We guide you from start to finish. You don't need to worry about anything.

1

Free advisory call

We look at your figures and calculate whether converting to a BV benefits your situation. You get honest advice.

2

Choice of method and structure

We advise which conversion method fits best and whether a holding with an operating BV is the smartest choice for protection and flexibility.

3

Incorporation at the notary

We work together with trusted notaries and arrange the deed of incorporation and the deed of contribution. You only need to sign.

4

Registration and notification

We take care of registration with the Chamber of Commerce (KvK) and notification to the Belastingdienst, including the correct tax settings.

5

Setting up the administration

We set up the bookkeeping of your new BV, including the director-majority shareholder salary, and ensure a smooth transition.

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Not sure yet whether it's worthwhile?

No problem. We calculate, free of obligation, whether converting to a BV makes sense in your situation. Sometimes the advice is to wait a little longer, and we'll tell you that honestly too.

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Curious whether a BV suits you?

Book a free, no-obligation advisory call. We'll work it out for you.

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