With the lifting of the enforcement moratorium on Jan. 1, 2025, many self-employed workers have questions, "Can I continue my current assignment? Can I continue to work for the same client(s)?" With changing legislation and misleading information in the media, there is much confusion, especially about how to avoid "false self-employed" status. An often mentioned solution is to set up a limited liability company and appoint yourself as a DGA, but this is a misconception. In this article, we explain the real situation.

Other rates

The tax authorities do not recognize the term 'zzp'; for tax purposes, a self-employed person without staff is seen as a sole proprietorship or a private limited company (bv). The report 'Grip op het zzp-dossier', conducted by knowledge platform ZiPconomy on behalf of HeadFirst Group and ONL voor Ondernemers, shows that in 2023 one in ten zzp'ers had a bv, while nine in ten had a sole proprietorship. With a sole proprietorship, the entrepreneur is personally liable for debts of the company.

With a PLC, this liability basically remains with the PLC itself and not with the directors or shareholders. Setting up a PLC can also have tax advantages, because different tax rates apply. Whereas with a sole proprietorship you pay income tax in box 1, with a PLC you pay tax in box 2. It is agreed, however, that these tax benefits only become relevant at a minimum annual profit of €100,000 to €200,000.

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Mock security

Professionals and consultants regularly advise self-employed people on social media to set up a private limited company and appoint themselves as director and major shareholder. This would protect them from the risks of false self-employment. However, the Inland Revenue assesses the nature of the employment relationship, regardless of the legal form. 

Practice rather than legal form

The fact that a person works through a private limited company does not automatically mean that there can be no false self-employment. It ultimately revolves around the "facts and circumstances in the performance of the work. The practical situation is leading, making it important to actually behave as an independent contractor.

The Deliveroo ruling

In the Deliveroo ruling, the Supreme Court listed ten important points for determining whether there is a true employment contract. These must always be considered in conjunction; there is no fixed order or point that outweighs the others. What matters is the overall picture of all the facts and circumstances. Together, they give a good picture of the working relationship and determine whether an employment contract exists. 

At HeadFirst Group we advise and support our clients and independent professionals on the basis of a framework based on the points of the Deliveroo judgment. In consultation with both parties, we look for an appropriate solution, which can differ per situation. 

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Questions about this? Please contact us.

Sem Overduin
Public Policy & Affairs Manager
Sem.Overduin@headfirst.nl

Oifik Youssefi
Public Affairs Officer

Oifik.Youssefi@headfirst.nl

Maaike van Driel
Head of Legal

Maaike.vanDriel@headfirst.group

Thomas ten Veldhuijs
Senior Legal Counsel

Thomas.tenVeldhuijs@headfirst.nl