DGA and Legal Entities

Introduction

A BV (Dutch private limited company) does not automatically mean someone works as self-employed. In this document we explain why the contracting party is not decisive, how we assess structures, and what to look for in the documents.

An important warning upfront: this topic touches on legislation that is still evolving. What is “in preparation” at the time of writing may by now have been adopted, amended or withdrawn. This document is not legal advice and does not replace the latest internal work instructions or the advice of contract management and/or legal. If you are in doubt about a specific structure, consult contract management and/or legal.

After reading this document, you will be able to:

explain why the contracting party (for example a BV) is not decisive for whether someone is self-employed;
name the main BV structures and other legal forms and know what they mean for the assessment;
know which documents are needed and what to look for in the articles of association and the Chamber of Commerce (KvK) extract;
recognise red flags and know when to escalate.

1. Why the contracting party is not decisive

A contract with a BV is formally a contract with a legal entity, not with the person doing the work. That is why many clients assume the Wet DBA (Dutch Deregulation of Assessment of Employment Relationships Act) does not apply when a BV is involved. That is a misconception. The Dutch Tax Administration and the courts look at the actual situation, not only at the contracting party.

With a BV (and comparable entities), three questions play a role at the same time:

Who can instruct, suspend or dismiss the professional within their own entity? This follows from the articles of association and the relationships between shareholders or members.
Does the person perform the work personally, or does the entity have its own organisation? This determines whether it concerns a self-employed professional (ZP) or a supplier.
Is there, in practice, an employment relationship between the person and the client? This is the same test as for a ZP without a BV.

Current policy is that the DGA (director-major shareholder) personally falls under the Wet DBA for as long as they deploy themselves, even if their own BV has employees.

2. The legal framework in three layers

Layer 1: Employment law

An employment contract (art. 7:610 of the Dutch Civil Code, BW) consists of work, pay and being “in the service of”. Since the Deliveroo ruling (Supreme Court, 24 March 2023, ECLI:NL:HR:2023:443), the court looks at all circumstances in their mutual connection, not at the label in the contract. The Uber ruling (Supreme Court, 21 February 2025, ECLI:NL:HR:2025:319) builds on this. The circumstances include:

the nature and duration of the work;
how work and working hours are determined;
integration into the client’s organisation;
personal performance of the work;
the level and form of payment;
commercial risk and entrepreneurship, such as own acquisition and multiple clients.

There is no ranking. All circumstances are weighed together.

Layer 2: Company law

A director of a BV can be suspended or dismissed at any time by the body that may appoint them (art. 2:244 BW). This is usually the general meeting of shareholders (art. 2:242 BW).
The articles of association may designate another body, as long as the company is not a structure company (structuurvennootschap).
For a DGA, two layers play a role: dismissal as a director under company law, and the end of any employment or management agreement under employment law. These are separate questions.

Layer 3: Tax, social security and chain liability

A DGA is often treated as an employee of their own BV for payroll taxes and social insurance (fictitious employment, fictieve dienstbetrekking). This says nothing about whether there is an employment relationship with the client.
The Dutch Tax Administration has actively enforced the Wet DBA again since 1 January 2025. In case of false self-employment, an additional assessment of payroll tax and contributions may be imposed, and from 2026 also a penalty for intent or gross negligence.
In case of lending of staff or subcontracting, the hirer or main contractor may be liable for payroll taxes and contributions of the lender or subcontractor (art. 34 Dutch Collection of State Taxes Act). Tools include the payment behaviour statement and the G-account.
In case of temporary agency work (making labour available under the supervision and direction of the hirer), a registration obligation applies to the lender, as does the obligation to provide equivalent pay (formerly inlenersbeloning).

Developments in legislation

A legal presumption of an employment contract at a low hourly rate (roughly below €36 to €38 per hour) has been adopted by the Senate (Eerste Kamer). The client must then prove that there is no employment contract. In addition, a Self-Employed Persons Act (Zelfstandigenwet) with its own assessment framework is being prepared. The exact entry-into-force dates may change. Check the current status with Legal.

3. The assessment logic in five steps

Step 1: Who is who?

Establish who the contracting party is, who performs the work, who the director is, and who the shareholders or members are. Also look at holdings, trust offices (STAK) and depositary receipt holders.

Step 2: Can anyone other than the person themselves instruct or dismiss them?

No: the person holds the deciding vote and nobody else can suspend or dismiss them. There is then no authority within the entity. This points to a ZP set-up. Continue to step 4.
Yes: someone else can, for example a majority shareholder, investor or holding company. The entity can then exercise authority and the person may be an employee of the entity. The entity is then the employer or lender. This points to a supplier set-up. Continue to step 3.

Step 3: Supplier variant: what exactly does the entity do?

Does it have its own organisation with employees or subcontractors, and is substitution possible in practice? Then it is a supplier.
Is labour made available under the supervision and direction of the client? Then it is temporary agency work, with registration obligation, equivalent pay and chain liability.
Is a defined result or piece of work delivered (contracting of work or assignment)? Then check whether it is in practice disguised temporary agency work.

Step 4: Test the relationship between the client and the person (also with a BV)

Apply the Deliveroo and Uber criteria to the actual way of working. Pay particular attention to:

integration into the client’s organisation;
direction and supervision of the way of working;
obligation of personal performance and real substitutability;
assignment duration;
entrepreneurial risk and own acquisition;
working hours and location.

A clear assignment and result description is essential.

Step 5: Conclusion, certainty and verification

Reach an outcome: ZP, supplier, hybrid or escalate. State a confidence level (high, medium or low) and record the reasoning so that another contract manager can verify the outcome.

4. Common BV structures and what they mean

The outcomes in the table below are indicative. Every situation is assessed individually.

Structure	Who can dismiss the DGA?	Indicative outcome	Watch out for
One-person BV (100% DGA, sole director)	Only the DGA	ZP	Actual way of working, multiple clients
50/50 with partner or colleague	In case of a tie, in principle nobody	ZP, but test	Deadlock provision or casting vote in the articles
Minority shareholder (e.g. 30%) alongside a majority shareholder	The majority shareholder	Supplier or employee of the BV	Authority present, temporary agency work rules
Personal holding as director of the operating BV	Only the owner of the holding, if they hold all shares	ZP	Test both layers (holding and operating BV)
STAK or depositary receipts	The directors of the STAK	Depends on who runs the STAK	Voting rights may lie with third parties
Special articles (2/3 majority, nomination rights, veto rights)	Depends on the arrangement	Case by case	The articles alone are not always decisive; actual relationships count too
BV with employees where the DGA also works	Case by case	Supplier, hybrid if in doubt	Who performs the work, is substitution really possible?
Person offered is an employee of the BV (not the DGA)	The BV	Supplier	Temporary agency work rules, equivalent pay, chain liability

5. Other legal forms besides the BV

Not every professional works through a BV. The tests from chapter 3 remain the same: who decides, who performs the work, and what happens in practice. Only the way step 2 (authority within the entity) is filled in differs per legal form.

Common

Form	What is it?	What does it mean for the assessment?	Documents
*Sole proprietorship (eenmanszaak)*	Not a legal entity; the entrepreneur is personally the contracting party.	There is no authority within an entity, so step 2 does not apply. Only the relationship with the client (step 4) counts. With employees it is a supplier.	KvK extract
*General partnership (maatschap) and VOF*	Cooperation between two or more partners who are entrepreneurs themselves.	The partners are entrepreneurs themselves. Check who performs the work, whether the partner works personally, and whether a partnership agreement regulates authority or hierarchy. In a VOF, partners are jointly and severally liable.	KvK extract, partnership agreement or VOF agreement
Foreign entity (e.g. Ltd, GmbH, sp. z o.o., s.r.o., Belgian BV)	Legal entity under the law of another country.	The company law of the country of incorporation determines who can dismiss the director. In addition, social security (e.g. an A1 certificate), taxation and posting rules play a role. Always escalate, unless Legal has established a standard approach [add HFIG policy].	Foreign register documents with translation, A1 certificate

Less common

Form	What does it mean for the assessment?
Limited partnership (CV)	Managing partners determine policy, silent partners do not. The person’s position in the CV determines whether they are self-employed. Documents: KvK extract and CV agreement.
*Foundation (stichting) and association (vereniging)*	There are no shareholders. Look at who appoints and dismisses the board. A director who can succeed themselves or block a dismissal may be comparable to a DGA. Documents: articles of association and KvK extract.
*Cooperative (coöperatie)*	Sometimes used by freelancer collectives and platform constructions. Look at the membership structure and who directs the members. There may be disguised temporary agency work or cost sharing. Documents: articles, member register and regulations.
Public limited company (NV)	Similar to the BV test, but with more formal bodies (supervisory board, management board). Documents: articles of association and shareholder register.

Not a separate form, but a layer in the structure

A STAK, a holding and depositary receipts are not separate contract forms. They are layers within a structure. With a holding or STAK, always test both layers: who ultimately has control within the operating entity.

6. How to read the documents

KvK extract

Who is the director or partner, and is that a person or a legal entity (holding)?
What is their authority (alone or jointly)?
Check the date and any recent changes.

Articles of association (or partnership agreement)

Appointment, suspension and dismissal of directors.
Decision-making: quorum and majorities (ordinary, qualified or unanimous).
Shares: types, transfer restrictions, depositary receipts, non-voting and preference shares.
Special rights: nomination, approval, veto.
A different body that may dismiss directors.

Shareholder register, UBO and shareholders’ agreement

Percentages and voting rights per shareholder.
Arrangements outside the articles (binding nomination, deadlock provision, call and put options).

Management agreement or assignment description

Fee, obligation of result, substitution clause, hours and location.

Evidence of own organisation

Payroll tax returns, employment contracts, subcontractors, invoices, insurance and other clients.

7. Red flags and inconsistencies

The articles of association and KvK extract contradict each other.
The entity was only recently established or the shares have just been sold.
The person has worked for one client for years, on site, with fixed working hours and under daily supervision.
The substitution clause exists only on paper and has never been used.
The entity is a pass-through vehicle without its own staff, resources or acquisition.
Low hourly rate, once the legal presumption applies.
It is unclear who the actual shareholder is (trusts, STAK, foreign holding).
The signatory of the contract is not the authorised director or partner.
It concerns a foreign entity without an established approach.

Do you see one or more of these signals? Escalate to a senior contract manager or Legal.

8. Why this matters to us

Advisory role towards clients: clients expect us to inform them well about what is and is not possible when deploying through a BV or other entity.
Financial risk: a wrongly assessed structure can lead to additional assessments, penalties and chain liability for the client and the intermediary.
Continuity: a structure that turns out not to be compliant afterwards sometimes has to be adjusted or ended abruptly.
Reputation: as a certified intermediary, it is crucial that we handle this carefully.

9. Glossary

Term	Explanation
DGA	Director-major shareholder (directeur-grootaandeelhouder): someone who is (co-)owner and director of their own BV.
ZP set-up	Set-up in which the person performs the work personally and nobody else can instruct or dismiss them within the entity.
Supplier set-up	Set-up in which the entity delivers labour or results with its own organisation, employees or subcontractors.
Hybrid form	Situation with characteristics of both a ZP and a supplier, or where the outcome is uncertain.
*Authority (gezag)*	The extent to which someone can determine what, when and how the work is performed.
*Articles of association (statuten)*	The rules of the legal entity, including on appointment and dismissal of directors and decision-making.
STAK	Trust office (stichting administratiekantoor): holds shares and issues depositary receipts, which means voting rights may lie with third parties.
Holding	BV that holds shares in another BV, often the personal holding of a DGA.
Maatschap / VOF	Partnerships in which partners are entrepreneurs themselves.
*Fictitious employment (fictieve dienstbetrekking)*	Tax and social-insurance treatment of a DGA as an employee of their own BV.
*Chain liability (ketenaansprakelijkheid)*	Liability of the hirer or main contractor for payroll taxes and contributions of the lender or subcontractor (art. 34 Dutch Collection of State Taxes Act).
*Equivalent pay (gelijkwaardige beloning)*	Formerly inlenersbeloning: the minimum pay a temporary worker receives compared to an employee of the hirer.
*Legal presumption (rechtsvermoeden)*	Statutory presumption that at a low hourly rate an employment contract exists, unless the client proves otherwise.
A1 certificate	Statement on which country’s social security applies when working in several EU countries.
Deliveroo / Uber rulings	Supreme Court rulings that provide the criteria for distinguishing between self-employed and employee.

More information

This document is not legal advice. For the most current internal work instructions and documentation, consult the internal knowledge base. If you are in doubt about a specific structure, contact Contract Management/Legal. For the latest status of legislation, see the websites of the Dutch government and the Dutch Tax Administration, and trade publications.