If you want to convert your sole trader business into a limited company, costs are one of the first questions you ask yourself. The notary is the most well-known expense, but more parties and fees are involved in a successful conversion. In this article, we set out the most important costs clearly for you.
What do you pay the notary when incorporating a limited company?
The notary plays a mandatory role in converting a sole trader business into a limited company. Without a notarial deed, a limited company simply cannot be validly incorporated. The size of the notary’s bill varies by firm and by region, but you should generally expect to pay between €500 and €1,500 for a standard incorporation.
What determines that price? It depends on the complexity of the articles of association, the chosen legal structure (a standard limited company or a holding structure) and whether additional deeds are required. A simple single-person limited company is less expensive than a structure with multiple entities or special share classes.
What is included in the notary fees?
Notary firms generally charge an all-inclusive fee. Always check carefully what is included, as one quote may appear cheaper but omit certain elements. Think of:
- Drafting the deed of incorporation and articles of association
- Registration with the Chamber of Commerce
- Issuance of shares and the shareholders’ register
- Any certificate of conduct (VOG) application or identity verification
Always request an itemised quote so that you are not caught out by any surprises.
Costs for tax advice and guidance
The notary handles the legal side, but the tax side of a conversion is at least as important. Do you opt for a tax-neutral transfer or an assets-and-liabilities transaction? Which assets and liabilities are you transferring? What is the value of your business at the time of conversion? These are questions for which you need a tax adviser.
The costs for tax guidance vary considerably. A straightforward process can easily cost €500 to €1,500, but in a more complex situation involving goodwill, hidden reserves or multiple business activities, this can increase. Do not view this as an expense you can skip: a mistake in the tax structure can ultimately cost you far more than the advice itself.
Other costs you can expect
In addition to the notary and tax adviser, there are a number of other costs that business owners encounter in practice:
- Chamber of Commerce registration: Registering your new limited company with the Chamber of Commerce costs a one-off fee of approximately €75 to €100. This is sometimes handled through the notary.
- Accountant or bookkeeping firm: After the conversion, different administrative obligations apply, such as filing annual accounts. Get support with this from a good bookkeeping firm.
- Banking costs: A limited company requires its own business bank account. Some banks charge a one-off opening fee or higher monthly charges than for a sole trader business.
- Updating contracts and licences: Existing agreements cannot always be transferred to the limited company without further steps. Consult your adviser about what needs to be formally transferred.
- UWV or tax authority notifications: If you have employees, additional registrations may be required. This can take extra time and guidance.
What are the total costs of a conversion?
A rough estimate of the total costs for an average conversion looks as follows:
Plan een vrijblijvend gesprek en ontdek wat we voor je kunnen betekenen.
Plan een gesprek- Notary fees: €500 – €1,500
- Tax and legal advice: €500 – €2,000
- Chamber of Commerce registration: €75 – €100
- Opening a bank account: €0 – €250
- Other administrative costs: €100 – €500
You should therefore budget for a total of roughly €1,200 to €4,000 for a standard process. In a more complex situation — for example involving property or multiple business activities — this can be higher. Always seek information in advance about the expected costs in your specific situation.
Is the conversion tax-deductible?
Yes, in many cases the costs you incur for the conversion are tax-deductible as business expenses — either as the sole trader prior to the conversion, or as costs of the newly incorporated limited company. How and when it is best to do this is something to discuss with your tax adviser. For expats with a business in the Netherlands, there are also specific points to be aware of; for these, Belastingadviseur Eindhoven also offers tax advice for expats.
Why Belastingadviseur Eindhoven
At Belastingadviseur Eindhoven, we help business owners in the region to arrange the conversion of a sole trader business into a limited company in a tax-responsible manner. We look not only at today’s costs, but also at what the best structure is for your situation in the longer term. That way, you will not be caught out by any unexpected surprises.
Would you like to know what the conversion will concretely cost and yield for you? Feel free to contact us without any obligation. We are happy to think things through with you.
Frequently asked questions
What are the average notary fees for incorporating a limited company?
Notary fees for incorporating a limited company are generally between €500 and €1,500. The exact price depends on the complexity of the structure and the notary firm. Always request an itemised quote.
Are the costs of the conversion tax-deductible?
In many cases the costs of the conversion are deductible, either as business costs in the sole trader business or as incorporation costs of the limited company. Your tax adviser can tell you which approach is most advantageous in your situation.
What are the total costs of converting a sole trader business into a limited company?
Budget on average for a total amount of €1,200 to €4,000, depending on notary fees, advisory fees and other ancillary costs. In a more complex situation, this can be higher.
Do I need a tax adviser in addition to the notary?
Yes, absolutely. The notary handles the legal incorporation, but the tax consequences of the conversion require specialist knowledge. A tax adviser helps you choose the right method and ensures that you do not pay unnecessary tax during the transition.
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.
