Tax and holding structures
Dutch Holding Company Set Up for Founders Abroad
A holding BV that owns your operating BV: both deeds coordinated with a Dutch notaris, both companies registered, and your profit route mapped first.
- Holding BV first, then the operating BV it founds
- Participation exemption from a 5 percent shareholding (art. 13 Wet Vpb)
- KVK fee 2026: EUR 85.15 per BV
Who a holding structure is for
A holding company is the top company of a group, usually a BV, owning shares in one or more operating companies (werkmaatschappij) (business.gov.nl); the BV is the Dutch LLC counterpart. For one company only, open a company in the Netherlands as a Dutch private limited company.
- One business now, more to come
The holding's assets stay outside the operating company's liquidation, one customary salary covers the director, and a second operating BV can sit beside the first.
- A company abroad entering the Netherlands
A parent abroad cannot form a fiscal unity with its Dutch BV; a Dutch holding BV between them can. The direct-parent route is a dutch subsidiary.
- Two or more shareholders
kvk.nl describes a personal holding per shareholder, each deciding on their own dividends. For US founders, the Dutch American Friendship Treaty is a separate route.
- When a holding adds cost
The drawbacks kvk.nl lists: at least two BVs, two sets of accounts, recorded intercompany payments, two KVK fees. A STAK, splitting votes from profit, is a different structure.
What's included
Eight pieces of work, from the first sketch to the yearly filings.
Structure design
Owners, directors and UBOs, a new or acquired operating company, fiscal unity or not, and the dividend route to any parent abroad, mapped before the first deed.
Both deeds, coordinated with the notaris
Holding BV first, then the operating BV it founds: a paper deed in Dutch, or remote company formation in the Netherlands for EU nationals.
KVK and UBO filings for both BVs
Each BV registered within one week of its deed, UBO registration with the KVK included, and the Belastingdienst letter followed up.
The fiscal-unity request
Filed with the second deed: a fiscal unity starts at most three months before the request (art. 15 Wet Vpb).
Management agreement and payroll
The director is employed by the holding and paid one customary salary; the holding charges the operating BV a management fee.
Tax advice on the dividend flows
Participation exemption, dividend tax and its exemptions, the conditional withholding tax, advance tax ruling requests. See who may give tax advice in the Netherlands.
Annual compliance on one calendar
Bookkeeping and accounting services, annual accounts, corporate income tax and dividend tax returns, KVK and UBO changes, including filing the jaarrekening with the KVK on time.
Bank accounts, and where our work stops
A bank account for a Dutch BV for each, with the KVK document list and an organisation chart. Not ours: the deeds (the notaris), a director, an address with this work, a BV sale, an audit.
How the set-up runs, step by step
A clock appears only where a statute or an official page sets one.
Statutory or official timePractice indicationNo official time
- Structure and document checkYou and usNo official time
- Notary engagedThe notarisNo official time
- Deed of the holding BVThe notaryElectronic: 5 or 10 working days (art. 2:175a lid 3 BW) Paper: no official time
- Holding BV registeredThe notary files; EUR 85.15Within one week of the deed (art. 20 Hrw 2007)
- Operating BV founded by the holdingThe notary files; EUR 85.15Online: 10 working days KVK within one week of the deed
- Tax numbers and fiscal unityThe KVK and the BelastingdienstTax letter by post within 2 weeks (kvk.nl) Fiscal unity starts at most three months back (art. 15 Wet Vpb)
- Management agreement and payrollThe holding employs the directorNo official time
- A bank account for each BVThe banksOften two to eight weeks (business.gov.nl)
Structure and document check
Owners, directors, UBOs, new or acquired operating company, fiscal unity, contributions, and the parent's residence against the dividend rules.
Notary engaged
Identification and Wwft client due diligence; the notary may require personal appearance and arranges an interpreter where needed.
Deed of the holding BV
Paper: Dutch, written power of attorney. Electronic: Dutch or English, EU nationals, cash only, directors' disqualification declarations (art. 2:175a BW).
Holding BV registered
The notary files the BV, its directors and UBOs in the Handelsregister (Business Register) within one week (art. 20 Hrw 2007); EUR 85.15, payable within four weeks.
Operating BV founded by the holding
Online if wanted, signed by the holding's authorised director; registered for a second EUR 85.15, the holding as sole shareholder.
Tax numbers and fiscal unity
The KVK notifies the Belastingdienst; VAT numbers only where activities are subject to VAT. File the fiscal-unity request now.
Management agreement and payroll
The holding employs the director and charges the operating BV a management fee; customary salary at least EUR 58,000 in 2026 (art. 12a Wet LB 1964).
A bank account for each BV
After the KVK number, with the KVK document list and an organisation chart; expected in practice, not a condition of incorporation.
Not sure whether you need one BV or two?
Tell us who owns the business and where any parent sits; we reply with the deeds, the filings and what the state charges.
What you will need to provide
What the notary, the KVK and the banks ask for.
- Passport or EU identity card for each founder, director and UBO
- Proof of home address for each of them; the banks ask for it
- Paper route, not appearing: a written power of attorney (art. 2:176 BW)
- Corporate founder: register extract, articles and an ownership chart to the UBOs
- Apostille and sworn translation, where the notary requires them
- Each BV's name, beginning or ending with "B.V.", and a Dutch seat (art. 2:177 BW)
- Objects, capital and nominal value (no minimum, art. 2:178 BW), directors, representation
- One financial year for both BVs if a fiscal unity is wanted
- Cash or in-kind contributions: in kind means the paper deed in Dutch
State costs and deadlines for two BVs
What the Dutch state charges, and when, for two BVs; our fee is on request.
State fees and deadlines for two BVs in 2026, from the statute in each row, kvk.nl and business.gov.nl.
| Item | Amount or deadline | Who | Source and year |
|---|---|---|---|
| KVK registration, holding BV | EUR 85.15, one-off, VAT-exempt | The notary files | Art. 5 Financiële regeling handelsregister 2019, version from 1 July 2026 |
| KVK registration, operating BV | EUR 85.15; EUR 170.30 for the two BVs | The notary files | Same instrument, 2026 |
| Minimum share capital, each BV | None by statute; EUR 0.01 in practice | Founder | Art. 2:178 BW; business.gov.nl, 2026 |
| Notary, each deed | Not a state fee: kvk.nl indicates EUR 500 to EUR 1,500, depending on the notary | The notaris | kvk.nl, 2026 |
| Electronic deed | 5 working days (natural persons, model deed) or 10 (any company founder) | The notaris | Art. 2:175a lid 3 BW |
| First registration and every change | Within one week; UBO changes within 7 days | The board | Art. 20 Hrw 2007; business.gov.nl, 2026 |
| Fiscal-unity start | At most three months before the request | Both BVs | Art. 15 Wet Vpb 1969 |
| Customary salary | At least EUR 58,000 (2026), paid once through the holding | The holding | Art. 12a Wet LB 1964 |
| Annual accounts, each BV | Drawn up within five months, extendable by five; filed within twelve months at the latest | The board | Art. 2:210 and 2:394 BW |
| Looking up any Dutch holding BV | Online view EUR 2.95; certified digital extract EUR 9.60; UBO extract EUR 3.10; group-relations query EUR 3.40 | Anyone | Financiële regeling handelsregister 2019, 2026 tariffs |
How profits move up and out
Where Dutch tax falls as profit moves up to the holding and out to its owner. Each dividend needs a dividend tax return within one month (business.gov.nl).
Dutch tax on each dividend flow, 2026, from the statutes named in each row.
| Flow or rule | Dutch tax on the way | Condition | Source |
|---|---|---|---|
| Participation exemption | Dividends and sale gains left out of profit; sale losses and acquisition costs not deductible | At least 5 percent of the nominal paid-up capital; a 5 percent holding kept over one year keeps it three more years after falling below; none for a payment deductible at the subsidiary | Art. 13 Wet Vpb 1969; Belastingdienst |
| Fiscal unity | One corporate income tax return; profits and losses offset | At least 95 percent full legal and economic ownership, both established in the Netherlands, same financial year, start at most three months back | Art. 15 Wet Vpb 1969 |
| Operating BV to holding BV | Exempt; no dividend tax where the exemption applies or inside a fiscal unity | The 5 percent test | Art. 13 Wet Vpb 1969; art. 4 Wet DB 1965 |
| Holding BV to a parent company abroad | 15 percent dividend tax, or exempt | Parent in the EU, the EEA or a treaty state with a dividend article; a qualifying interest; beneficial owner; no artificial arrangement; declaration within one month | Art. 4 and 5 Wet DB 1965 |
| Holding BV to an affiliate in a listed jurisdiction | Conditional withholding tax of 25.8 percent (2024 to 2026), on dividends since 1 January 2024 | The 2026 lists: 12 low-tax and 11 EU-listed jurisdictions | Wet bronbelasting 2021; Regeling laagbelastende staten, 2026 |
| Holding BV to an individual shareholder | 15 percent dividend tax, credited against box 2: 24.5 percent up to EUR 68,843, 31 percent above (2026) | A substantial interest of 5 percent or more | Art. 5 Wet DB 1965; art. 2.12 Wet IB 2001 |
Corporate income tax 2026: 19 percent up to EUR 200,000, 25.8 percent above (art. 22 Wet Vpb 1969); see the corporate tax guide. Interest limits and Pillar Two (groups with EUR 750 million turnover or more) sit with Dutch tax planning.
Problems we solve
- The first dividend abroad
Before incorporation we check the parent's residence against art. 4 Wet DB 1965 and the 2026 jurisdiction lists, then file the one-month declaration with each dividend.
- A board abroad, and the director question
Tax residence follows the place of effective management (art. 4 AWR). Book 2 BW requires no Dutch-resident director; one supplied for a client is a licensed trust service we never offer. See substance requirements for a Dutch BV.
- Your name on the register
The holding BV appears as the operating BV's sole shareholder; whoever holds all the holding's shares appears with name and date of birth. UBO access is restricted since 16 July 2025.
- The dormant holding
Unfiled accounts of either BV are presumed an important cause of a later bankruptcy, with a three-year look-back (art. 2:248 BW). We keep both BVs on one filing calendar.
- An existing BV as the holding
A share transfer needs a notarial deed (art. 2:196 BW). We assist the buyer's checks and the transfer, as set out under shelf company netherlands; we never sell a company.
Already run a company and want a holding above it?
A holding above an existing company is settled at step 1: contributions in kind mean a paper deed in Dutch.
Why work with us
Owners, directors, UBOs and the parent's residence first; then the notary's file, both registrations, the fiscal-unity request, one filing calendar.
Ilse Brouwer, tax, VAT and licensing lead, Amsterdam: ten years on Dutch files; Dutch, English, French.
We are not a trust office and offer no trust service (Wtt 2018, art. 1 and 3).
Related reading
- DutchRegist: Dividend Withholding Tax and the Participation ExemptionThe 15 percent rate, its exemptions and the one-month declaration, in depth.
- DutchRegist: KVK Registration for Foreign FoundersThe registration both BVs go through, step by step.
- taxes in the NetherlandsAn overview of the taxes a Dutch BV pays.
Frequently Asked Questions
Is a holding company a good idea for a single small business?
That depends on what the structure has to do. A holding means at least two BVs, two sets of annual accounts, recorded intercompany payments and two KVK fees of EUR 85.15 (2026). In return it offers risk separation, the participation exemption, a possible fiscal unity and one customary salary. We set out both sides for your case.
What are the disadvantages of a holding company?
business.gov.nl and kvk.nl list them: at least two BVs to incorporate and keep, higher annual administration and accounts costs, and intercompany payments that must be recorded. A holding does not end personal liability either: a director who mismanages can be personally liable, holding BV included. Each BV also files its own annual accounts.
Are dividends from the operating BV to the holding taxed?
Not where the holding owns at least 5 percent of the operating BV's nominal paid-up capital: the participation exemption of art. 13 Wet Vpb 1969 leaves the dividend out of the holding's profit. No dividend tax is withheld where the exemption applies or inside a fiscal unity (art. 4 Wet DB 1965). Sale gains are exempt too.
Are dividends from my Dutch holding to my company abroad taxed?
Dividend tax is 15 percent (art. 5 Wet DB 1965) unless your company sits in the EU, the EEA or a treaty state with a dividend article, holds a qualifying interest, is the beneficial owner and the arrangement is not artificial. The exemption is declared within one month. A parent in a listed jurisdiction triggers 25.8 percent conditional withholding tax.
Do I need a Dutch resident director for a holding BV?
Not in company law: Book 2 BW sets no residence rule for directors. Tax residence follows the place of effective management (art. 4 AWR), and the withholding-tax safe harbour separately asks for half the board resident, among other conditions. A director supplied for a client is a trust service needing a DNB licence, which we do not offer.
Will my name be public if I use a holding structure?
Yes, one layer up. The holding BV is registered as the operating BV's sole shareholder, and the individual who holds all shares of the holding appears on its entry with name and date of birth. Since 16 July 2025 the UBO register is open only to Wwft institutions and parties with a demonstrable legitimate interest.
Can the deeds for the holding and the operating BV be in English?
Only on the electronic route of art. 2:175a BW, open to EU nationals and to cash contributions only. On that route the holding BV can found the operating BV online, through its authorised director. A paper deed is executed in Dutch (art. 2:176 lid 1 BW), and a contribution in kind always needs the paper deed.
How much does the state charge to set up a holding structure, and how long does it take?
The KVK charges EUR 85.15 per BV in 2026. Notary fees depend on the notary; kvk.nl indicates EUR 500 to EUR 1,500 per incorporation. The electronic deed takes 5 or 10 working days, registration follows within one week, the tax letter within 2 weeks, a bank account often two to eight weeks. Our fee is on request.
Can the holding and the operating BV file one corporate tax return?
Yes, as a fiscal unity under art. 15 Wet Vpb 1969. The holding needs full legal and economic ownership of at least 95 percent of the operating BV's shares, both must be established in the Netherlands with the same financial year, and the unity starts at most three months before the request. Profits and losses are then offset.
What is the minimum salary I must pay myself through the holding?
A director-major shareholder with 5 percent or more must be paid at least EUR 58,000 in 2026 (art. 12a Wet LB 1964), unless the most comparable employment shows a lower figure. With a holding it is paid once: the director is employed by the holding, which charges the operating BV a management fee.
What happens if the holding BV does not file its annual accounts?
Failure to file is improper management and is presumed an important cause of a later bankruptcy, with a three-year look-back (art. 2:248 BW). Each BV, the holding included, draws up its accounts within five months of year end, extendable by five, and files them within twelve months at the latest. A dormant holding is no exception.
Can I buy an existing BV to use as the holding instead?
Yes, through a share transfer, which needs a notarial deed (art. 2:196 BW). The company's accounts, filings and tax position are worth checking before the deed is signed. We assist the buyer with those checks and with the notarial transfer; we never sell a company or match buyers with sellers.
What kind of company is a holding company?
It is the highest company in a group, usually a Dutch BV, that owns the shares of one or more operating companies (werkmaatschappij). Dutch usage also calls it a moedervennootschap or beheer BV. There is no Dutch LLC: the BV is the counterpart, and terms such as Holdco or Bidco are not Dutch legal forms.
What is the difference between a BV and an NV in the Netherlands?
For a holding structure the most visible difference is capital. An NV needs at least EUR 45,000 (art. 2:67 BW), while a BV has no statutory minimum (art. 2:178 BW), with EUR 0.01 the practical floor. business.gov.nl notes that a holding company is usually a BV, which is why this page builds the structure from two BVs.
Do the Dutch have a 75% income tax?
No. Dividends that a Dutch holding pays to an individual with a substantial interest are taxed in box 2 at 24.5 percent up to EUR 68,843 and 31 percent above, in 2026 (art. 2.12 Wet IB 2001). The 15 percent dividend tax withheld on the dividend is credited against that box 2 tax.
Plan your holding structure
Tell us who owns what, and where; we reply with the deeds, the filings, the dividend route and the state costs.