A Holding structure is two Dutch BVs: a Holding BV that owns 100% of an Operating BV, the trading entity that signs contracts, employs people and sells to customers. Dividends and exit proceeds can flow up to the Holding free of Dutch corporate tax under the participation exemption, on stakes of at least 5%, while trading risk stays in the Operating BV below it.
What a Holding structure is
You, the founder, own a Holding BV. The Holding owns 100% of an Operating BV, sometimes called the OpCo, which is the entity that actually trades: it signs contracts, employs people and sells to customers. Cash, intellectual property and investments can accumulate in the Holding, while day-to-day trading risk stays in the Operating BV.
Each BV is a separate legal entity under Dutch law, with its own notary deed, its own KVK registration, and its own annual accounts and filings. A Holding structure means running two of everything, in exchange for the separation described below.
Why founders use one
Dividends and exits free of Dutch corporate tax, under the participation exemption. Dividends the Operating BV pays up to the Holding, and any capital gain the Holding makes on selling its stake, are exempt from Dutch corporate tax, provided the Holding's stake is at least 5% (codified in Article 13 of the Wet op de vennootschapsbelasting 1969). Personal tax still applies once the founder takes money out of the Holding; the exemption defers it to that point rather than taxing it twice on the way up. Our participation exemption guide covers the conditions and a worked example in full.
Asset isolation. Lawsuits, supplier disputes and employment claims sit with the Operating BV. Cash and assets already distributed up to the Holding sit in a separate legal entity, generally outside the reach of a claim against the trading business, although distributions made when the Operating BV couldn't afford them can be challenged.
Cleaner raises and exits. An investor can take shares directly in the Operating BV while the founder keeps their existing stake through the Holding, which keeps the cap table legible as the company brings in outside money or is eventually sold.
This assumes the founder is tax resident in the Netherlands: if you live elsewhere, personal tax and the BV's own Dutch tax residence can work differently, so see Before you start for what applies to your situation.
When it might not be worth it yet
A Holding adds a second entity to keep compliant: its own bookkeeping, annual accounts and filings, on top of the Operating BV's. That's usually worth carrying once there's real profit or value to protect. It's less obviously worth it if the business is still pre-revenue, if most cash gets drawn out as salary rather than retained or reinvested, or if the structure of the business itself isn't settled yet. None of that rules a Holding out permanently, it's simply a reason not to default into one before it earns its cost.
More than one founder
With two or more founders, the usual approach is one personal Holding BV per founder, each owning its slice of a single shared Operating BV, rather than one Holding shared between everyone. Each founder's Holding is then tested for the participation exemption on its own stake. Our multi-founder holding guide covers the mechanics: dividend flow, the cap table and where each founder's DGA salary sits.
Where the DGA salary sits
In a Holding structure, the founder is typically the director-major shareholder (DGA) of the Holding, not the Operating BV. The Holding pays the founder the customary DGA salary under the gebruikelijk loon rule (a floor of €58,000 in 2026), and the Operating BV pays the Holding a management fee to fund it. See our DGA salary 2026 guide for the full mechanics and the lower-salary routes.
Adding a Holding later
If you already have a single Operating BV, you can generally add a Holding above it through a share exchange, which can qualify for tax-neutral treatment under Article 3.55 of the Wet IB 1969 when the conditions are met. The valuation and paperwork this needs tend to be more involved the more the Operating BV is worth by the time you do it, which is why some founders decide the structure early even if they don't act on it immediately. Get advice from a tax adviser on your own situation before restructuring.
This guide is general information, not tax or legal advice. Rules and rates change; check the current position and get advice on your own situation before acting.
FAQ
Yes. A Holding structure means incorporating two Dutch BVs: a Holding BV that owns 100% of an Operating BV, the trading entity that actually signs contracts and sells to customers. Each BV is its own legal entity, with its own KVK registration, notary deed and annual accounts.
No. Plenty of BVs trade with a single entity and no Holding above it. A Holding is a choice about tax and risk separation, not a requirement to incorporate or to trade.
It's the minimum stake a Holding needs in its subsidiary for the participation exemption to apply. Below 5%, dividends and gains on that stake are taxed normally rather than exempt. Our participation exemption guide covers the full conditions.
Generally yes, using a share exchange that can qualify for tax-neutral treatment under Article 3.55 of the Wet IB 1969 when the conditions are met. The valuation and paperwork this needs tend to be simpler while the Operating BV's value is still low, which is why some founders decide the structure early even if they don't act on it immediately. Get advice from a tax adviser on your own situation before restructuring.