Employer of record vs a Dutch B.V.

A Dutch B.V. gives you a company you own, and every obligation that comes with owning one. An employer of record gives you a Dutch employee and none of them. Both put a person to work in the Netherlands on the same Dutch employment contract, so the choice is about the wrapper around the employment rather than about the employment itself.

Three questions usually settle it. How many people do you expect to employ there, and over what period? Do you need a Dutch company for anything other than employing them, such as signing local contracts or invoicing Dutch customers in your own name? And are you testing a market or committing to one?

If the answer is one or two people, employment only, and a market you are still testing, the entity is a large amount of structure to carry for a small amount of activity. If it is a team, local invoicing and a commitment already made, the B.V. stops being overhead and starts being the point. The split between the work and the employment, and who signs what, is set out in what an employer of record is in the Netherlands.

What this page does not do is put a number of days on incorporation. No official Dutch source publishes one, so the honest comparison is on steps and on running cost, and that is how the rest of the page is written.

The minimum share capital for a besloten vennootschap is € 0,01. That figure is true and, on its own, misleading: it tells you what you must pay in, not what the company needs to function, and Dutch banks and counterparties form a view of a company whose balance sheet starts at one eurocent.

The mandatory part is the deed. A B.V. is incorporated by notariële akte before a Dutch notaris, which can be done in person or online, and the notaris charges between € 500 and € 1.500 depending on who you instruct. The notaris then registers the company and its managing directors in the KVK Handelsregister, so you do not attend KVK yourself, and registers the ultimate beneficial owners in the UBO register as part of the same process. KVK invoices its own registration charge separately. The official description of the steps is on KVK’s page on registering a Dutch B.V.

Incorporation is not the end of the setup. Before the company hires anyone it registers as an employer with the Belastingdienst, which issues the loonheffingennummer, the aangiftebrief, a sectoraansluiting where one applies and the Whk percentage decision for that employer. Only then can a payroll be run, which is why the employment question tends to arrive later in the project than founders expect.

What the notaris does not do is worth knowing before you instruct one. The deed creates the company; it does not draft your employment documents, settle which sector the Belastingdienst will assign you to, or tell you whether a CAO reaches the roles you are about to fill. Those are separate pieces of work with separate owners, and they are the ones that decide what an employee actually costs.

So the sequence is a deed, a register entry, an employer registration and a payroll, in that order, plus a bank account and an accountant. Government guidance on the legal form itself sits on the business.gov.nl page on the B.V.

The two routes cost money in different shapes. A B.V. has a fixed overhead that exists whether or not anyone is employed, and an EOR has a per-employee fee that exists only while someone is.

On the B.V. side, profit is taxed at 19,0% up to € 200.000 and 25,8% above it for 2026. If the company has a director-shareholder with a substantial interest, that person has to be paid a gebruikelijk loon of at least € 58.000 for 2026, which is a payroll cost the founders of a small Dutch subsidiary frequently do not budget for. Add the corporate filings, the payroll administration and an accountant who understands both.

On the EOR side the fee starts at €599 per employee per month, quoted separately from the employment cost so the two can be compared. What sits inside that fee is listed on the pricing page.

A company. That sounds obvious and it is the whole of the difference: an EOR arrangement covers employment and payroll, and a B.V. is a Dutch legal person that can do everything else as well.

A B.V. can sign contracts in its own name, invoice Dutch customers as a Dutch supplier, hold assets, take a lease, open a Dutch bank account and employ any number of people without a per-head fee. It also puts the employment inside your own group rather than alongside it, because the employer named on the contract is then a Dutch company you own.

It also keeps everything in one place. Payroll, customer contracts, invoicing and the corporate filings all sit under one Dutch company rather than being split between your own arrangements and a service agreement, which matters most to a business that already runs several countries and wants the same structure in each of them.

What the entity does not buy is a different experience for the employee, and buyers often assume it does. Through either route the person is employed on a Dutch contract, paid in euro, taxed through Dutch payroll and covered by the same statutory leave and sick pay. Their payslip carries a Dutch employer either way. The differences are felt by your finance team rather than by the person doing the job.

Against that, everything the entity gives you also has to be maintained. A dormant Dutch company still files, still needs a director, still needs an accountant, and still has to be wound up properly if the market does not work out. The EOR route ends when the employment ends.

The employment. A person employed through your own B.V. and a person employed through an employer of record are on the same kind of Dutch contract, with the same statutory floor under it, and the comparison is worth making precisely because so much of it cancels out.

Both get an arbeidsovereenkomst as article 7:610 BW defines it. Both get at least four times their weekly hours as paid holiday under article 7:634 BW, which is 20 days on a full-time contract. Both get 8% vakantiegeld under article 15 WML, normally paid in May or June. Both are covered by article 7:629 BW, under which the employer pays 70% of wage for up to 104 weeks of illness, from its own funds rather than a state scheme.

Ending the contract is the same problem in both cases. There is no at-will dismissal: an employer needs a redelijke grond from the nine in article 7:669(3) BW, a redeployment test, and permission from UWV or a dissolution by the kantonrechter before it can give notice. The transitievergoeding is owed from the first day of employment, and on a non-renewal of a fixed term as well. Our guide to terminating employment in the Netherlands works through the routes.

The statutory employer charges are the same too: 16,77% of total gross pay for 2026 on a permanent written contract for a small employer in business services, which is about 26% on top of base salary once the 8% vakantiegeld is included, assuming no CAO applies and no occupational pension scheme is compulsory. Those percentages come from the worked example in the cost of hiring in the Netherlands.

When the company would earn its keep for reasons beyond employment. A Dutch sales entity that invoices local customers, a business that needs a Dutch counterparty on its contracts, a team large enough that a per-head fee outgrows a fixed overhead, or a commitment already made to the market rather than a test of it.

The arithmetic on headcount is easy to run and worth running with real numbers rather than assumed ones. Put the notaris fee, the accountancy, the filings and the gebruikelijk loon of at least € 58.000 for a director-shareholder with a substantial interest on one side, and a per-employee monthly fee on the other, and the crossover is usually a question of how many people rather than of how much the first one costs.

The two are also used together more often than the comparison suggests. A business that has decided on an entity may still put its first hires on Dutch contracts through an employer of record while the deed, the register entry and the employer registration are being dealt with, so that recruiting and the setup run in parallel rather than one behind the other.

Starting one way does not close the other. Where a business hires through Employer of Record Netherlands and later opens a B.V., the employment can move across. The point to watch is continuity of service: under article 7:673(4) BW, employment with employers that reasonably count as each other’s successors is added together for the transitievergoeding, so the service clock does not restart because the paperwork changed.