How do I change a VOF to a BV or NV?

What is a BV?

A BV is a common legal structure, similar to a private limited company in many other countries. You can start a BV on your own or together with others. The money of a BV is divided into shares. The shares (parts of the company) belong to the owners of the BV. You can only buy and sell shares in a BV with the consent of the other shareholders.

What is an NV?

An NV is a legal structure comparable to a public limited company. The money of an NV is divided into shares. These shares are available for anyone to buy. Issuing shares is a way to raise money for your business. You also need money to start an NV: a minimum of €45,000.

The process for the civil-law notary

Before incorporation, the civil-law notary first draws up a deed of incorporation containing the articles of association. This is official proof of incorporation. The notary then carries out the registration of the BV or NV in the Business Register, and also registers its UBOs. You can view and change the details via My KVK.

Confirmation of your registration

After registration in the Business Register, you will receive a letter by mail with the KVK number. We will also send you an invoice for the registration fee. Both will be sent to the postal address of your BV or NV. You can also order a KVK Business Register Extract. You can use this as proof of registration.

We will register you with the Netherlands Tax Administration

You will receive a notification by post within 2 weeks. The Netherlands Tax Administration will also send you a VAT identification number (VAT ID) and VAT tax number if these are required.

Apply for eHerkenning for tax returns

You can file tax returns for BVs or NVs via Mijn Belastingdienst Zakelijk. You need eHerkenning to log in. There is a fee for this service.

What else do I need to consider?

Registering UBOs

The civil-law notary registers UBOs (Ultimate Beneficial Owners) for the new BV or NV. UBOs are the ultimate owners of an organisation. Or the people who get to make the final decisions. An organisation may have several UBOs. Together with the owners, decide who these are. The civil-law notary passes this on during registration. KVK registers the details of the UBOs in the UBO register.

Visiting address and business activities

If you take over a business, the visiting address and at least 1 business activity must remain the same.

Start date

Is the start date in the future? Then the civil-law notary can already inform us of the change now. You will only see the changes from this date in My KVK, for example.

KVK number and VAT ID number

After changing your VOF to a BV or NV, you will receive a new KVK number and VAT ID number. We will pass this change on to the Tax Administration. So you do not have to do anything.

Staff

If you have staff, your wage tax number will also change. Read on the website of the Tax Administration what you have to do.

Update contracts

Check whether you need to update existing contracts of your VOF after the takeover. For example, think about rental and maintenance contracts, the business bank account, and insurance. Discuss your questions about this with the civil-law notary or the KVK Advice Team.

Check permits

Licences and permits are often no longer valid if the legal structure of your business changes. Therefore, you may need to reapply for permits. This can sometimes take weeks and often costs money. Discuss your questions about this with the municipality or with the KVK Advice Team.