Moving from a sole trader structure to a limited company (bv) is a natural progression for many business owners, but the true cost is rarely straightforward. In this article, we set out the real costs for 2026, so you can make that decision fully informed.
Why costs are so often underestimated
At first glance, incorporating a limited company seems like a straightforward administrative exercise. You pay the notary, register with the Chamber of Commerce, and you’re done. In practice, however, there are several layers of cost beneath that approach. There are one-off incorporation costs, but also recurring costs that come back year after year. Anyone who only accounts for the former will often be caught out later.
Furthermore, the total bill varies considerably depending on the chosen method of conversion. Are you planning to transfer the assets and liabilities, or are you opting for a tax-neutral or taxable contribution? Each route carries its own fiscal and administrative price tag. It is therefore worth having the figures properly calculated for your specific situation.
The one-off costs at a glance
Notary fees
A limited company cannot be formed without a notarial deed. In 2026, the average cost of drafting the deed of incorporation is between €500 and €1,500, depending on the notary’s office and the complexity of the structure. If you need a holding structure, costs will rise because multiple deeds need to be drawn up.
Chamber of Commerce registration
Registration with the Chamber of Commerce costs a one-off fee of €75 in 2026. This is a fixed rate and applies to every new legal entity you register.
Advisory and guidance fees
A tax adviser or accountant will guide you through the legal and fiscal preparation. This includes drafting a letter of intent, calculating the tax implications and applying for a ruling from the Tax Authority (in the case of a tax-neutral contribution). These costs range from €500 to several thousand euros, depending on the size of your business and the chosen method.
Any tax settlement
In the case of an asset and liability transfer or a taxable contribution, you will generally be required to pay tax on the cessation profit. This can be a substantial one-off cost. With a tax-neutral contribution, this charge is deferred, but not waived. The exact amount depends on the hidden reserves, goodwill and fiscal reserves within your business.
The ongoing costs of a limited company
After incorporation, your fixed outgoings will also change. A limited company brings structurally higher administrative obligations than a sole trader.
- Bookkeeping and administration: expect to pay between €1,500 and €4,000 per year for an external bookkeeper, depending on the size of your business.
- Filing annual accounts: a limited company is required to prepare and file annual accounts with the Chamber of Commerce every year.
- Statutory audit: larger limited companies may be required by law to have their accounts audited.
- Director-shareholder (DGA) salary: as a director-shareholder, you are required to pay yourself a customary salary (at least €56,000 in 2026), which brings with it payroll tax and the associated administration.
- Corporation tax: the limited company pays tax on its own profits — currently 19% on profits up to €200,000 and 25.8% above that.
- Any legal costs: for example, drafting or updating a shareholders’ agreement or articles of association.
When do the costs outweigh the benefits?
The costs of a limited company can only truly be assessed when set against what you gain. With profits above €100,000 to €120,000 per year, a limited company is in many cases more tax-efficient. However, the precise threshold depends on your personal circumstances, the capital within the business and your future plans.
Plan een vrijblijvend gesprek en ontdek wat we voor je kunnen betekenen.
Plan een gesprekWould you like to know more about when the switch becomes financially attractive? Read our comprehensive page on converting a sole trader to a limited company, where we also explain the various methods and their tax implications.
Practical tips for keeping costs under control
- Compare several notaries’ offices; rates for the same service can vary considerably.
- Choose the conversion method that suits your tax position, not just the one with the lowest one-off costs.
- Plan the conversion carefully within the tax year — timing can offer tax advantages.
- Consolidate advice and administration with one party to avoid duplicated work and costs.
- Request a clear cost estimate upfront, including the ongoing annual costs.
- Consider whether a holding structure makes sense from the outset; amending this retrospectively is more expensive.
Why Belastingadviseur Eindhoven
At Belastingadviseur Eindhoven, we understand that running a business in the Brabant region has its own particular dynamics. We help you not only with the incorporation itself, but also with the fiscal preparation, the choice of the right structure and ongoing tax advice. That way, you know exactly where you stand from the outset and won’t be caught off guard by unexpected costs.
Would you like to know what the conversion will specifically cost you? Get in touch with us for a no-obligation consultation. We are happy to think things through with you.
Frequently asked questions
What are the minimum costs for converting a sole trader to a limited company in 2026?
Allow for a minimum of €1,000 to €1,500 in one-off costs (notary, Chamber of Commerce and basic advice), excluding any tax settlement on cessation profit. The total costs may be higher depending on the chosen method and the size of your business.
Are there ways to save on tax during the conversion?
Yes, through a tax-neutral contribution you can defer the tax charge on cessation profit. Whether this is advantageous in your situation depends on several factors. Always have this calculated by a tax adviser before making a decision.
What are the annual fixed costs of a limited company compared to a sole trader?
A limited company has higher fixed outgoings due to the mandatory annual accounts, payroll administration for the director-shareholder salary and more extensive bookkeeping. Broadly speaking, the additional annual costs are easily €1,000 to €3,000 higher than for a sole trader, depending on the size of the business and the package you take on.
Do I always have to take a salary from my limited company as a director-shareholder?
Yes, the Tax Authority requires a director-shareholder who performs work for the limited company to pay themselves a customary salary. In 2026, the minimum amount is €56,000 per year, unless you can demonstrate that a lower salary is in line with market rates. Consult an adviser for the precise application in your particular case.
We are happy to think along with you. For advice tailored to your situation we would gladly sit down with you. No rights can be derived from the content of this page and it may contain inaccuracies.
