A 26-year-old remote developer working in the crypto space recently shared their corporate restructuring journey, revealing a calculated move from three years as a ZZP’er (self-employed professional without personnel) to a full BV structure with a holding company. This transition isn’t just about prestige, it’s a direct response to hitting income thresholds where the Dutch tax system punishes sole proprietorships. The setup includes a Holding BV and a Working BV, with payroll processed through the holding entity. For many tech freelancers watching their revenue climb, this move signals a critical decision point: when does staying small start costing you big?
The Breaking Point: When ZZP Tax Rates Become Unsustainable
The Dutch tax system treats ZZP earnings as personal income, pushing high earners into the 49.5% bracket quickly. A developer billing €150,000 annually sees nearly half disappear to the Belastingdienst (Tax Authority). The ZZP structure offers simplicity, register at the KvK (Chamber of Commerce), handle your own BTW (VAT) returns, and claim deductions like the zelfstandigenaftrek (self-employed deduction). But this simplicity becomes a financial trap around the €100,000-€120,000 mark.
The crypto developer’s situation illustrates this perfectly: three years of solid ZZP income provided enough financial history for a hypotheek (mortgage), but the tax burden on continued growth made the BV structure inevitable. With a BV, profits are taxed at the corporate rate of 19-25.8%, and you only pay personal income tax on what you actually withdraw as salary or dividends. This deferral creates a powerful wealth-building engine, especially for those reinvesting in their business or building reserves.
Decoding the BV Structure: Not Just One Company, But Two
Many assume “going BV” means one company. The developer’s actual structure is more sophisticated: a Holding BV that owns the shares of a separate Working BV (operating company). This isn’t overcomplication, it’s strategic asset protection and tax planning.
The Working BV handles client contracts, receives revenue, and employs staff. The Holding BV sits above it, receiving dividends from the Working BV and holding assets like intellectual property or investments. This separation means if the operating company faces liability or bankruptcy, your accumulated wealth in the holding entity remains protected. For a developer in the volatile crypto space, this firewall isn’t just smart, it’s essential.
The tax advantage is immediate: dividends paid from the Working BV to the Holding BV are exempt under the Dutch deelnemingsvrijstelling (participation exemption). You can build wealth in the holding company without triggering personal tax, then decide later when and how to pay yourself.
The DGA Puzzle: Are You an Employee or an Entrepreneur?
Here’s where Dutch bureaucracy gets personal. As a directeur-grootaandeelhouder (DGA, director-major shareholder), your status is ambiguous. The developer runs payroll through the Holding BV, making them an employee of their own company. But Dutch law scrutinizes this relationship heavily.
The Belastingdienst uses three criteria to determine if a DGA is truly an employee:
1. Personal work obligation
2. Salary payment obligation
3. Authority relationship (gezagsverhouding)
If you own more than 50% of shares and can fire yourself, you’re typically not considered an employee for social insurance purposes. This means no mandatory werknemersverzekeringen (employee insurance) premiums, saving roughly 18-20% in costs. However, you must still pay yourself a “gebruikelijk loon” (customary salary) of at least €56,000 in 2025, or 75% of market rate if that’s higher. Fail this test, and the tax authority reclassifies dividends as salary, triggering back taxes, penalties, and insurance premiums.
The Schijnzelfstandigheid Trap: When Your BV Looks Like Fake Self-Employment
The developer’s crypto background adds risk. The Dutch government resumed aggressive enforcement against schijnzelfstandigheid (fake self-employment) in 2025 after an eight-year pause. If your BV has only one client, or you work under their direction like a regular employee, the Belastingdienst can reclassify your entire structure as disguised employment.
The “soft landing” approach in 2025-2026 means no immediate fines, but you still face naheffingen (back payments) and potential vgrijpboetes (penalty fines) for gross negligence. For the crypto developer with a “vast netwerk” (stable network) of clients, this is manageable. For those with a single dominant client, the BV structure could backfire spectacularly.
The key is demonstrating entrepreneurship: multiple clients, control over your work methods, bearing genuine economic risk. Simply invoicing through a BV while acting like an employee won’t fool inspectors.
The Numbers Game: Salary vs. Dividends vs. Retained Earnings
The developer’s structure allows precise tax optimization. Let’s break down a €180,000 annual profit scenario:
Working BV:
– Corporate tax (25.8% on profits above €200,000, but lower tiers apply): ~€35,000
– Net profit after tax: €145,000
Dividend to Holding BV:
– Exempt under participation exemption: €0 tax
Personal Income (from Holding BV):
– Salary paid to yourself: €56,000 (customary salary)
– Income tax on salary: ~€18,000
– Net salary: €38,000
– Remaining in Holding BV: €89,000 for reinvestment or future dividends
Compare this to ZZP:
– Income tax on €180,000: ~€75,000
– Net income: €105,000
The BV structure leaves €127,000 under your control (€38,000 net salary + €89,000 retained) versus €105,000 net as ZZP. That’s €22,000 more wealth-building capacity annually, enough to fund the setup costs quickly.
The Hidden Costs: Setup, Compliance, and Professional Fees
Transitioning isn’t cheap. The developer needed savings for “alles wat nodig was daaromheen” (everything needed around it). Expect:
– Notaris (notary) fees for BV incorporation: €1,000-€2,000
– Accountant setup and first-year administration: €2,500-€4,000
– KvK registration: €50
– Annual compliance costs: €2,000-€3,000
The break-even point is typically around €90,000-€100,000 annual profit. Below that, the administrative burden outweighs the tax savings.
The Holding Advantage: Beyond Immediate Tax Savings
The developer’s setup anticipates future growth. The Holding BV can:
– Hold shares in multiple Working BVs (diversifying into new ventures)
– Own intellectual property (licensing it to the Working BV for tax-efficient profit shifting)
– Act as a pension vehicle (building retirement assets inside the company)
– Facilitate a future exit (selling the Working BV while retaining the holding structure for new projects)
For crypto developers, this is particularly valuable. The Holding BV can hold tokens, NFTs, or equity in crypto projects, separating volatile crypto assets from operational liabilities.
The 2026 Enforcement Reality Check
The Dutch government announced stricter enforcement starting 2025, with extended “soft landing” measures through 2026. This means:
– More bedrijfsbezoeken (company visits) instead of immediate boekenonderzoek (audit investigations)
– No verzuimboetes (non-compliance fines) in 2026 for first-time minor violations
– But vgrijpboetes (penalty fines) for opzet (intent) or grove schuld (gross negligence) remain
The crypto developer’s clean client network and proper documentation put them in the safe zone. But anyone using a BV to disguise what is essentially a single-employer relationship faces serious risk. The Belastingdienst specifically targets IT and crypto contractors in their enforcement efforts.
Practical Takeaways: Should You Make the Leap?
Consider transitioning to BV if:
– Your annual profit consistently exceeds €90,000-€100,000
– You have multiple clients and genuine entrepreneurial risk
– You want to retain earnings for reinvestment or wealth building
– You need liability protection (working in crypto, consulting, or high-risk sectors)
– You plan to scale or eventually sell your business
Stay ZZP if:
– Your income is below €75,000 annually
– You prefer simplicity and minimal administration
– You have a single client (risk of schijnzelfstandigheid)
– You need all income for personal expenses (no benefit to deferral)
The developer’s move at 26 demonstrates foresight. By establishing the holding structure early, they create decades of tax-efficient wealth accumulation. The key is timing, jump too early and administrative costs eat your profits, jump too late and you’ve paid unnecessary taxes for years.
For Dutch freelancers in tech, crypto, and digital services, the ZZP-to-BV transition isn’t just a tax play. It’s a declaration that you’re building something bigger than a solo practice. Just ensure your structure can withstand the Belastingdienst’s scrutiny, or your clever optimization becomes an expensive mistake.
