Converting Eenmanszaak to a BV
There are basically two ways to convert your Dutch sole proprietorship (eenmanszaak) into a BV. First of all, the Activa/Passiva transactie or 'Assets-liabilities transaction' and the Geruisloze inbreng or 'Silent contribution'. In this article we will talk about the sole proprietorship, but the exact same procedure can be followed when transferring a partnership (VOF) into a BV.
The best and cheapest method to switch from a sole proprietorship to a BV is through an asset-liability transaction. This is also the first option. The idea is simple. You set up a BV and "sell" all the assets of your sole proprietorship to your new BV. You therefore transfer all assets and debts of your sole proprietorship to your BV.
With this transfer you may achieve a strike profit. The value on the balance sheet is the difference between the book value of your company and the actual value at the time you transfer it. It consists of the fiscal and hidden reserves (the capital gain) and goodwill present in the company. You owe income tax on this strike profit. No deed is necessary for this, but a chartered accountant will need to make the final balance.
Silent contribution of sole proprietorship in BV
With the silent contribution, your company is actually not discontinued and it is assumed that the final balance of your sole proprietorship is equal to the opening balance of the BV. The BV will then continue with the same book values. So you do not have to settle on reserves and goodwill. This makes the silent contribution interesting if you have a lot of added value and goodwill in your company. Think of a well-filled order portfolio, a popular website or a business property that is actually worth more than its book value. You do not have to pay income tax on this. In fact, with the silent input, you do not have to deal with the tax authorities.
The silent input can possibly have a retroactive effect for nine months. If you want to continue in a BV from 1 January, the silent contribution must be made before 1 October. Please note: if you silently transfer your sole proprietorship into a BV, you may not sell the company in the following three years. A silent contribution is not as simple as the asset-liability transaction. You cannot arrange it yourself. A few things concerning the contribution must be arranged by the civil-law notary and the Tax and Customs Administration must approve the Akte van Inbreng. Their are additional costs involved with the akte (deed) costs + the mandatory English translation.
Which documents do I need to convert from ZZP to a BV?
The notary will need to prepare and execute the notarial deeds of incorporation by means of contribution. In other words, the notary will set up one or more new BV companies and transfer the ZZP/eenmanszaak into that BV.
To set up a draft for the deed we would like to receive the following information:
- the invoice details you would like to use (name or company name and full address)
- the names of the new companies;
- the address and a copy of the lease contract;
- activities of the B.V.'s;
- a contribution descriptions provided by a registered accountant and a contribution balance;
- the name and Chamber of Commerce number of the sole proprietorship