Why misclassification risk compels corporate clients to solve the wrong freelance problem

Altering the procurement route does not inherently change the underlying employment relationship. A clear illustration of this principle is found in a judgment from the Limburg District Court regarding a self-employed security supervisor. The professional operated through a sole proprietorship (eenmanszaak), invoiced an intermediary with VAT, and was deployed at the projects of an end-client security organisation. On paper, the structure appeared several steps removed from ordinary employment. 

Nevertheless, the court ruled that an employment relationship existed. The court prioritised the operational reality over the multi-entity contract structure, noting that the worker had: 

• Minimal influence over his hourly rate; 

• Direct instructions regarding how assignments had to be performed; 

• Limited commercial and entrepreneurial risk. 

Applying the principles from the landmark Deliveroo judgment and subsequent case law, the court looked past the contractual layers to assess the true nature of the work. An intermediary is a valuable tool for sourcing, contracting, and payment compliance, but it does not function as a legal invisibility cloak. If a freelancer works in an identical manner once inside the organisation, the misclassification risk remains unchanged. 

The same logic applies to mandating a B.V. structure. While a company-to-company contract appears cleaner from a procurement perspective, a B.V. cannot manufacture independence. It does not automatically generate alternative clients, negotiating leverage, or commercial risk. Changing the name on an invoice is not equivalent to changing the nature of the labour. 

Many organisations have introduced arbitrary assignment limits—such as six, twelve, or eighteen months—as a substitute for individual classification analysis. While duration is a relevant factor, Dutch law contains no universal threshold where a freelancer automatically transforms into an employee based solely on the calendar. 

A genuinely independent consultant can serve the same client long-term while continuously negotiating commercial terms, maintaining a broader client portfolio, and carrying genuine business risk. Conversely, a short-term contractor may work for only a few months under rigid, fixed rates and close hierarchical supervision. Stopping the first relationship due to an internal deadline while allowing the second to continue demonstrates how blanket policies can solve the wrong compliance problem. 

Blanket freelancer bans take this flawed logic further. They reduce misclassification risk only by removing genuine entrepreneurs alongside problematic relationships. Landmark case law has confirmed that wider entrepreneurial activity matters and that no fixed hierarchy exists between different classification factors. Two individuals can perform similar tasks yet hold entirely different legal positions because their commercial and business realities diverge. The law does not become simpler just because a corporate procurement policy does. 

Structural solutions like checking for a B.V., involving an intermediary, or tracking a twelve-month deadline are popular because they are easy to manage. True compliance requires addressing the more complex operational questions regarding the engagement: 

• Does the professional maintain genuine control over how and when the work is executed? 

• Can the commercial terms and rates be actively negotiated? 

• Can the freelancer refuse assignments without facing contractual or financial consequences? 

• Is the individual operating an independent business, or are they gradually filling an internal, permanent position? 

These questions require qualitative judgement and must be re-evaluated while the assignment is active. Intermediaries, B.V. structures, and assignment limits can be useful components of a compliance framework. The error occurs when they become substitutes for understanding the day-to-day engagement itself. Misclassification risk is pushing companies to excel at redesigning procurement processes, whereas the true challenge lies in designing work that remains genuinely independent. If the relationship itself is non-compliant, altering the route to the freelancer only provides the problem with better paperwork.

To mitigate employment misclassification risks without losing access to genuine independent talent, corporate clients must shift from arbitrary administrative caps to operational safeguards. Implement the following actionable measures within your procurement and management workflows: 

• Audit the operational reality, not just the contract: Ensure that the daily working relationship matches the written agreement. If a contract states a freelancer is independent, but they are subjected to standard line-management cycles, internal performance reviews, or mandatory corporate onboarding, courts will reclassify the relationship as employment. 

• Remove freelancers from hierarchical structures: Freelancers must remain external to the client’s internal hierarchy. They should not have corporate job titles, should not manage internal employees, and must maintain full autonomy over how, where, and when they execute the agreed project deliverables. 

• Differentiate procurement routes based on commercial risk: Do not treat a sole trader (eenmanszaak) and a consultant operating through a B.V. identically, but do not rely on the B.V. as an absolute shield. Verify that the professional genuinely carries entrepreneurial risk, maintains multiple clients, and invests in their own business infrastructure. 

• Replace arbitrary calendar caps with clear project deliverables: Instead of terminating valuable independent contracts solely because a 6- or 12-month policy deadline expires, define assignments by specific, measurable project results. A long-term engagement is legally viable if the freelancer continuously retains commercial freedom and works on a project-by-project basis. 

• Establish active negotiation protocols for rates and terms: Avoid imposing non-negotiable, standardized corporate fee structures on freelancers. True independent contractors must have the practical ability to negotiate their commercial rates, submit individual counter-proposals, and reject specific assignments or shifts without facing financial penalties or termination. 

• Utilise SaaS marketplaces strictly for facilitation: If you source talent through digital marketplace infrastructures like Zooly, ensure the platform is used solely for matchmaking, automated invoicing, and administrative support. Do not allow the platform or your internal teams to use the software to direct, schedule, or supervise the contractor's daily labor. 

The information provided in this article is for general informational and educational purposes only and does not constitute legal, tax, or employment advice. Labor and classification regulations (such as the Dutch Wet DBA and EU directives) are highly complex, fact-specific, and subject to frequent changes and changing administrative policies. Reading this content does not create an attorney-client or advisory relationship with Zooly. Before making any decisions regarding contractor engagement, compliance frameworks, or classification policies, you should always consult a qualified local employment lawyer or tax professional. Zooly accepts no liability for any actions taken or decisions made based on the information provided on our website.

In compliance with Article 50 of the EU AI Act, we disclose that artificial intelligence (AI) tools were utilized to assist in compiling, legal screening, and drafting this content. However, to ensure absolute legal precision and contextual accuracy regarding compliance topics, the final text has undergone full human editorial review and rigorous manual verification by the Zooly compliance team before publication.