Changing your company’s legal structure

The following situations are examples of a change of legal structure of your business or of the partnership within your business:

• Your sole proprietorship (eenmanszaak) joins a new or existing professional partnership (maatschap) or general partnership (vof)
• You change your sole proprietor business, general partnership or professional partnership to a newly formed or existing private company with limited liability (bv) or limited partnership (cv)
• A new partner joins your general partnership or professional partnership
• You continue your sole proprietorship after a partner leaves your professional partnership or general partnership, e.g., because of withdrawal or death

In these situations, you have to calculate the stakingswinst (discontinuation profit, only available in Dutch). You must pay income tax on the discontinuation profit.

Under certain conditions there is no need for a final settlement with us. For example when you transfer your business to a private company with limited liability. In this case you must transfer your entire business and you may not sell the shares you receive in return for your company for 3 years.

For VAT purposes a change in legal structure or partnership is equivalent to a new company. If the legal structure of your company changes, read more on 'Gevolgen voor de btw' (Consequences for VAT, only available in Dutch).

A legal structure change means that you must close the payroll administration and that you have to re-register as an employer. Information is available in the 'Handboek Loonheffingen', Chapter 2 (only available in Dutch), which you can download from the page Loonheffingen.

If you have employees, your company will receive a new payroll taxes number.

If immovable goods are part of your company's assets, no real estate transfer tax is usually due on these changes.

Notify the Tax Administration of the change

A change of legal structure of your business or of the partnership within your company is usually considered as a discontinuation of business activities. That is why you have to draw up the balance sheet and pay your tax bill.

We consider the business with the new legal structure or the new partnership to be a newly formed business.

Notify us of the change and we will issue a new VAT number for your business. Inform your suppliers in other EU countries of the new number immediately.

Changing a sole proprietorship, general or professional partnership to a bv or cv

A special situation arises if:

• you want to change your sole proprietor business, general partnership or professional partnership to a private company with limited liability (bv) or limited partnership (cv) or
• you want to join a bv or cv that has yet to be founded

The new bv or cv will only become a legal enterprise after the notarial act has been signed. Untill that moment, it is considered a bv or cv in oprichting (in corporation).

Your company’s activities between the starting up of the incorporation procedure and the creation of the bv as a legal entity (the pre-incorporation period) will be performed on the basis of a voorovereenkomst (preliminary agreement, only available in Dutch).

Tax debts

If you end your business or continue your business activities under a different legal structure, we still can carry out a final check. We will then investigate whether you still have tax debts.