Setting up a private limited company: the steps, the costs and what changes
Written by Ilias Aarrass7 min read · Published on · Last reviewed on 
In short
A private limited company is created by notarial deed and costs roughly 400 to 900 euros one-off for a single entity, plus annual accounts, a corporate tax return and payroll for your own salary each year.
- The minimum capital is one eurocent; the money goes on the notary and the annual obligations.
- In a company you lose the self-employed deduction and SME profit exemption and take a customary salary.
- Expect around 2,000 euros a year in extra fixed costs compared with a sole trader.
- A holding above the operating company costs more at the notary, but makes protecting profit easier later.
Setting up a private limited company is less work than most entrepreneurs think: one visit to the notary, one euro of capital and you are registered. But the incorporation is the cheapest part. What follows is an annual package of obligations a sole trader does not have: filing annual accounts, a corporate tax return, payroll for your own salary and the rules on a customary salary. This article covers the steps, the one-off and annual costs, and the point at which a company starts to pay off.
The steps to incorporation
A private limited company comes into being by notarial deed; you cannot register it yourself as you would a sole trader. The notary drafts the articles, records who receives the shares and who becomes director, and arranges registration in the Trade Register. The minimum capital is one eurocent, so you need not set anything aside for it. After incorporation you also register the ultimate beneficial owners; see the UBO register.
- Choose your name and check it is available; the rules are in choosing a trade name.
- Decide the structure: one company, or a holding with an operating company. See holding structures: why and when.
- Go to the notary for the deed and the articles. If you bring in an existing business, the routes in converting a sole trader into a company apply.
- The notary registers the company with the Chamber of Commerce; you receive a registration number, a legal entity number and then a VAT identification number.
- Register the ultimate beneficial owners in the UBO register and open a business account in the company's name.
- Register as an employer for payroll taxes, because your own salary runs through a payroll administration.
What it costs, one-off and per year
The amounts below are indicative figures from practice. Notaries differ widely in price, and it matters whether you set up a standard company or a structure with two entities and a contribution.
| Item | When | Indicative amount |
|---|---|---|
| Notary, one company | one-off | € 400 to € 900 |
| Notary, holding plus operating company | one-off | € 900 to € 1,800 |
| Trade Register registration | one-off | just over € 80 per entity |
| Preparing and filing annual accounts | per year | € 600 to € 1,500 |
| Corporate tax return | per year, per entity | € 300 to € 700 |
| Payroll for the director-shareholder | per month | € 15 to € 40 |
Worked example: annual fixed costs of a company
- Annual accounts and filing
- € 900
- Corporate tax returns, two entities
- € 800
- Payroll
- € 300
- Total extra compared with a sole trader
- around € 2,000 a year
Result: Your tax advantage has to cover that amount before the company gains you anything
What is different afterwards
In a company you are no longer an entrepreneur for income tax purposes, but an employee of your own entity and the holder of its shares. That has four consequences you notice immediately.
- You lose the self-employed deduction, the starter's deduction and the SME profit exemption. The hours criterion no longer matters.
- You must pay yourself a customary salary, with payroll taxes, even in a lean year.
- Profit falls under corporate tax; what you then distribute is taxed in box 2. See distributing dividend.
- Taking money out of the company other than as salary or dividend runs through the current account, and that is a debt to your own entity.
From what profit is it worthwhile?
A common rule of thumb is a structural profit of around a hundred thousand euros, but the outcome depends on your customary salary, your private withdrawals and whether you want to leave profit in the company. The comparison with figures is in sole trader or company. If you switch because of liability rather than tax, that argument stands on its own; then also look at what insurance can cover.
Frequently asked questions
What does setting up a company cost?
Expect 400 to 900 euros in notary fees for one company and 900 to 1,800 euros for a holding structure, plus just over 80 euros registration per entity. The capital may be one eurocent.
Can I set up a company online without a notary?
No, a notarial deed is mandatory. The whole process can be digital, including remote identification, and many notaries offer a fixed price for a standard incorporation.
Do I have to pay myself a salary straight away?
As soon as you work for your company, the customary salary rules apply. In a start-up situation with little profit you may, under conditions, take a lower salary; record that and discuss it with your adviser.
Does my company have to publish annual accounts?
Yes, every company files a limited version of its annual accounts with the Chamber of Commerce, even a small one. See annual accounts requirement for what becomes public and what does not.
With a company, am I no longer personally liable?
In principle not, but there are exceptions: personal guarantees to the bank, improper management and filing documents late. See personal liability for the comparison with a sole trader.
Sources
- The private limited companyKVK · kvk.nl
- Registering a private limited companyKVK · kvk.nl
- Trade Register registration feeKVK · kvk.nl
Sources checked on
This article provides general information based on the rules known for 2026 and does not replace personal tax advice. For your specific situation, we're happy to take a look with you.
