Setting up a BV: 10 documents to get off to a good start

Do you want to set up a BV? In practice, besides the notarial deed of incorporation, you typically need about ten documents to get off to a good start, both legally and fiscally. The notary handles the incorporation itself with the articles of association; you draft the rest yourself. Broadly speaking, this involves: attention to the customary salary of the director-major shareholder, general terms and conditions, a contract for services, your GDPR documentation (processing register, data processing agreement, privacy statement, and cookie declaration), a disclaimer, and — in the case of multiple shareholders or a holding structure — a shareholders' agreement and a management agreement.

The ten points of attention at a glance:

1. Customary salary of the Director-Major Shareholder (tax)
2. General Terms and Conditions
3. Assignment Agreement
4. GDPR processing register
5. GDPR Processor Agreement
6. Privacy statement
7. Disclaimer
8. Cookie Statement
9. Shareholders' Agreement
10. Management Agreement

Below, review each document to see what it regulates, why it is important, and which risks it covers. Please note: not every company needs all ten — use the list as a checklist, not as an obligation.

Why do entrepreneurs choose a BV?

There are various reasons to choose a BV (private limited company). Limited liability the deciding factor: in principle, as a director or shareholder, you are not liable with your private assets for the company's debts. On top of that come administrative and practical advantages, and in many cases, a more favorable tax picture once profits increase sufficiently. We at MKB Juristen are also fans of a BV from a legal perspective — provided you get off to a correct start. For limited liability is no guarantee: in the event of, for example, improper management or failure to comply with legal obligations, you can still be held personally liable. Good documentation helps to limit that risk.

Not every company needs all ten documents. If you do not have a website, process hardly any personal data, or are setting up a BV without co-shareholders, a few will be omitted. Therefore, use the list below as a checklist, not as an obligation.

1. The customary salary of the Director-Major Shareholder (customary salary scheme)

As a director-major shareholder (DGA), you are required to pay yourself a so-called customary salary . The Tax and Customs Administration assumes that you receive a market-rate salary for your work, so that you do not distribute all remuneration as tax-free dividends. The standard amount is determined annually and amounts to €58,000 per year for 2026. Because this amount changes every year, always check the current standard amount for the current year.

As a rule, your customary salary must be at least the higher of: the salary from the most comparable employment, the salary of your highest-paid employee, or the standard amount. If you set the salary at or above the standard amount, the burden of proof for any correction lies, in principle, with the Tax and Customs Administration.

For many start-ups, this feels like a substantial amount while revenue is yet to come. Good news: under certain conditions, you are allowed to charge a lower customary salary. Think of part-time situations, structural losses, or a demonstrably lower value of your activities. In that case, you must substantiate to the Tax Authorities that the expected operating result does not allow for the standard salary — and properly document this substantiation in your files. Keep in mind that a lower salary can have consequences for dividend distributions and any outstanding balance. Our experts would be happy to explain how to handle this carefully and with proper documentation.

2. General Terms and Conditions

The general terms and conditions form the core of your agreements. They consist of standard provisions that ensure agreements are concluded more quickly and clearly. They regulate a wide range of situations: from liability and payment terms to late delivery. If you do business with consumers, you are subject to additional constraints: you may not simply set aside their statutory rights, and certain clauses may be annulled as unreasonably burdensome.

It is advisable to file your general terms and conditions with the Chamber of Commerce or the court. While this is not mandatory, it strengthens your evidentiary position: it makes it easier to demonstrate which version applied. At least as important is making the terms available before or at the time of concluding the agreement (the duty to inform); otherwise, the other party may invalidate them afterwards.

3. Contract for Services

If you work for a client, you will henceforth do so on behalf of your BV. You are therefore not an employee, but are entitled to remuneration. To do this, you use a contract for services.

In the contract for services, you define not only the work to be performed but also matters such as remuneration and expenses, the method of execution, the delivery date, payment terms, the price, and liability. Drafting it is a customized process: as a designer, for example, you arrange your intellectual property rights, whereas as a welder, you consider fire risks.

When hiring freelancers and handling your own assignments, be aware of the risk of bogus self-employment: if the arrangements in practice amount to an employment relationship, the relationship may be classified as an employment contract, with tax and employment law consequences. Your general terms and conditions may apply in whole or in part to the assignment agreement, which standardizes many provisions.

4. GDPR Processing Register

If you process personal data, you must comply with the GDPR. Not every company is required to record everything; whether a processing register is mandatory depends, among other things, on the nature of the data, the risk of the processing, and your size. In practice, however, virtually every company with customers and employees maintains some form of register.

If you are subject to registration requirements, you must be able to present this to the Dutch Data Protection Authority upon request. In the register, you record, among other things, the processing purposes, the categories of data and data subjects, the retention periods, and a general description of your technical and organizational security measures. It is a technical legal document, but given the supervisory authority and potential fines, it is best to comply with it carefully.

5. GDPR Processor Agreement

As an entrepreneur, you often engage another party to process personal data for you—after all, you simply cannot do everything yourself. Think of outsourced payroll administration or cloud storage .In those cases, you need a data processing agreement .

This prevents the other organization from misusing the data, for example for its own marketing. The agreement regulates, among other things, confidentiality, security measures, the rights of data subjects, and the obligations of the processor. If something goes wrong—such as a data breach—this is one of the first documents that both you and the supervisory authority look at.

6. Privacy statement

With a processing register and data processing agreements, you manage the internal side of privacy. In addition, you must be transparent towards your customers, website visitors, and staff. With a privacy statement , you clearly explain which personal data you collect, for what purpose, how long you retain it, and what rights data subjects have. That transparency is exactly what the GDPR requires of you.

7. Disclaimer

With a disclaimer , you clearly establish the conditions under which your website may be used. This allows you to indicate that text and images may not be copied without permission, thereby reducing the likelihood of copyright disputes.

A disclaimer can go further and, for example, limit liability for typographical errors or for the temporary malfunction of (parts of) the website. However, bear in mind that such a limitation of liability (exoneration) is not unlimited: in cases of intent or willful recklessness, and towards consumers, an overly broad exclusion does not always hold up.

8. Cookie Statement

If you use cookies, a privacy statement alone is insufficient. A cookie declaration informs your visitors about the cookies you place and gives them the option to refuse non-essential cookies. Prior consent is required for tracking and marketing cookies.

You use cookies faster than you think. A connection with Google Analytics? Cookies. An embedded video or a social media button? Cookies. Each of them determines what your cookie declaration and consent banner should look like. Feel free to seek assistance with this.

9. Shareholders' Agreement

To be clear: a shareholders' agreement is not mandatory for a BV. However, it is important as soon as you have multiple shareholders, because not everything is regulated in the articles of association. A shareholders' agreement offers flexibility and confidentiality: the outside world does not have to read the mutual agreements in the public articles of association.

Here, too, it is about customization. For example, you can include an obligation to make an offer, drag-along and tag-along clauses, agreements on decision-making and control, and a dispute resolution mechanism. Especially if the collaboration ever becomes strained, this is the document that prevents a great deal of trouble.

10. Management Agreement

If you manage your BV via a holding company or personal holding company, you often enter into a management agreement between the BVs. In this agreement, you define the activities, the management fee, and a number of tax and employment law aspects.

It is important that this agreement is drafted carefully. If the relationship is viewed in practice as a disguised employment contract, this can have unintended consequences, for example regarding payroll taxes and protection against dismissal.

In what order do you arrange these documents?

It pays to tackle the documents in a logical order so that you don't duplicate work and your structure is correct from day one:

1. Before incorporation: determine your structure (sole proprietorship, holding company, or multiple shareholders). This choice determines whether you need a shareholders' and management agreement.
2. Upon incorporation: the notary draws up the deed of incorporation with the articles of association and registers the BV with the Trade Register of the Chamber of Commerce.
3. Immediately after the start: arrange your tax basis (customary salary) and your commercial documents (general terms and conditions and assignment agreement), so that you can contract safely.
4. As soon as you go online or process data: supplement your GDPR documentation with a privacy statement, cookie declaration, processing register, and optionally a data processing agreement, plus a disclaimer.

By adhering to this order, you avoid having to revise agreements later because your structure or working method changes in the meantime.

Which documents do you really need?

The ten documents above cover the most common legal and tax considerations when setting up a BV. Which ones are relevant to you depends on your situation:

• Every BV: pay attention to the customary salary and, as soon as you enter into a contract, general terms and conditions.
• Do you have a website or do you process personal data? Then a privacy statement, cookie declaration, processing register, and possibly a data processing agreement come into play.
• Multiple shareholders or a holding structure? Then a shareholders' agreement and management agreement are highly recommended.

Unsure which documents are necessary in your case? Our corporate law and contract law specialists are happy to advise you, ensuring you don't arrange too much or too little.

Frequently asked questions about documents for incorporating a BV

Which documents do you need to set up a BV?

For the incorporation itself, the notary draws up the deed of incorporation with the articles of association. In addition, in practice, you typically need about ten documents to operate properly from a legal and tax perspective: attention to customary remuneration, general terms and conditions, a contract for services, GDPR documentation (processing register, data processing agreement, privacy statement, cookie declaration), a disclaimer, and — in the case of multiple shareholders or a holding company — a shareholders' agreement and a management agreement.

Do you need a notary to set up a BV?

Yes. A BV is incorporated by notarial deed. The notary drafts the articles of association and arranges for registration in the Trade Register of the Chamber of Commerce. You arrange the other documents in this article yourself or with legal support.

How much does it cost to set up a BV?

The costs primarily consist of the notary's fee for the deed of incorporation and registration with the Chamber of Commerce; costs for your legal documents may be added to this. Rates vary by notary and depend on the complexity of your structure (a simple sole proprietorship BV is generally cheaper than a holding structure with multiple shareholders). Therefore, request a quote in advance and weigh the costs against the long-term legal and tax benefits.

Is a shareholders' agreement mandatory for a private limited company?

No, a shareholders' agreement is not legally mandatory. However, it is highly recommended as soon as you have multiple shareholders, because it allows you to record agreements that are not included in the public articles of association, such as control, transfer of shares, and dispute resolution mechanisms.

What is the customary salary of a director-major shareholder?

The customary salary is the market-rate salary that you are required to pay yourself as a director-major shareholder. The Tax and Customs Administration uses an annually fixed standard amount for this (€58,000 in 2026). Under certain conditions, for example in the case of a start-up company or structural losses, you may use a lower amount, provided you can adequately substantiate this. Always check the standard amount for the current year.

Does every private limited company need general terms and conditions?

Not legally required, but advisable as soon as you supply products or services. General terms and conditions regulate payment, delivery, and liability, among other things, and prevent disputes afterwards. Do ensure that you make them available before or at the time of concluding the agreement.

Do I need a holding company if I set up a BV?

A holding company is not mandatory, but many entrepreneurs opt for a holding structure (a personal holding BV over an operating BV) to separate risks and to be able to distribute or reserve profits more flexibly. If you operate through a holding company, a management agreement between the BVs usually also comes into play. It is best to discuss with a specialist beforehand whether this is advisable in your situation.

Need help setting up your BV?

At MKB Juristen, we believe that start-ups are busy enough as it is. That is why we are happy to help you get the right documents in order, tailored to your business. View our contracts and legal documents or discuss your situation with a specialist via our legal assistance.

Would you like to discuss immediately which documents you need? Schedule a no-obligation intake and explore with one of our experts how to get off to a legally strong and fiscally smart start.