When a sole trader decides to convert into a BV, the question is rarely theoretical. It is about liability, contracts, continuity of clients, and above all: cash flow. If the conversion triggers tax on hidden reserves or goodwill, that can mean a painful bill at exactly the moment you are trying to professionalise your structure. That is why the so-called geruisloze omzetting, the “silent” conversion under article 3.65 of the Income Tax Act, matters in everyday business reality.
The State Secretary of Finance has now published in November 2025 updated standard conditions for this silent conversion. In plain terms, this arrangement allows you to move your sole proprietorship into a BV without being treated as if you stopped your business and started a new one. If approved, the tax claim shifts to the BV and you do not immediately settle income tax on accrued profits. It is not a loophole. It is a formal request to the tax authorities, who decide by official ruling and attach conditions to that decision.
The most practical change concerns the use of a holding structure. Previously, there was already approval to contribute your business into a holding company, but the room to structure that holding was more limited. The updated policy broadens this. It now explicitly allows the holding to own the shares in the operating company indirectly, and it permits transferring the business to a newly incorporated subsidiary or even to an existing subsidiary without activities. For small business owners who want to separate risk, operations in one BV, assets or future ventures in another, this offers more flexibility without immediately triggering tax consequences.
Another update formalises a condition that applies when a shareholder lives abroad. That condition used to sit in an annex; it is now integrated into the standard requirements. For entrepreneurs with international ties, this means one thing: the tax authorities are watching cross-border situations carefully, and the structure must be set up cleanly from the start. It does not make conversion impossible, but it does make preparation more important.
For the micro-entrepreneur, the practical lesson is simple. Converting to a BV is not just a legal formality. It affects how profits are taxed, how dividends can be paid, how losses are used, and how risk is contained. If you are growing, hiring, or taking on larger contracts, the timing of conversion becomes a strategic decision. The silent conversion can prevent an immediate tax hit, but only if the request is filed correctly and the structure matches the conditions.
This new decision, in force since 5 November 2025 and replacing the 2010 policy, does not change the daily work on your desk. Invoices still need to be sent. Clients still need to pay on time. But when your business reaches the point where structure and risk start to matter more than simplicity, it is worth pausing. A calm, well-prepared conversion, with the right holding setup if needed, can protect both your cash flow and your future plans. Quietly, but decisively.
