A "Holding-on-top" is a second BV that owns 100% of your Operating BV. Dividends and exit proceeds flow up to it tax-free under the participation exemption (for ≥5% holdings), operating risk stays in the Operating BV, and the structure is cleaner for investors and buyers. It costs ~€700–€1,500/year to run, worth it once profit and value start to build.
What is a Holding-on-top?
You, the founder, own a Holding BV. The Holding owns 100% of an Operating BV, the trading entity that signs contracts, employs people and sells to customers. Cash, IP and investments accumulate in the Holding; trading risk stays below it.
The three reasons founders use one
1. Participation exemption, tax-free dividends. Dividends from the Operating BV to the Holding are 100% exempt from Dutch corporate tax, as are capital gains when you sell. Sell for €5M with a Holding and €0 is due at the Holding; without one, ~€1.55M of personal tax falls due immediately.
2. Asset isolation. Lawsuits, supplier claims and employment disputes stay in the Operating BV. Dividend €600K up to the Holding annually and it's in a separate legal entity, insulated from a claim against the trading business.
3. Cleaner raises and exits. Investors invest at the Operating BV level while you keep control through the Holding. A Series A of €2M for 20% leaves your Holding with 80%, investor in the trading entity, control at the Holding.
When a Holding doesn't make sense
Skip it for now if your projected profit is under €30K/year for the next two years (running cost eats the benefit), if it's a consultancy with no exit where you draw most cash as salary, or if you simply haven't decided what business you're running. A Holding is much cheaper to add before value builds than after.
Get it on day one if you're aiming at a venture-backed scale-up, building inventory + IP + cash to protect, expecting a co-founder, or planning to draw dividends rather than just salary.
Multi-founder structures
With multiple founders, the cleanest structure is one Holding per founder, all owning the Operating BV. Each Holding individually clears the ≥5% threshold for the participation exemption, and each founder manages their own cash, payroll and tax independently. A shared Holding tangles dividend flow and exit proceeds across founders, avoid it.
Where the DGA salary sits
At the Holding. The Holding pays you as director-shareholder at the €58,000 (2026) customary floor; the Operating BV pays the Holding a management fee to cover it. This keeps the salary obligation at the Holding only and stays compliant with the gebruikelijk loon rule. See Dutch BV tax 2026.
Retrofitting a Holding later
If you already have an Operating BV, you add a Holding via a share exchange (aandelenfusie), done tax-neutrally under Article 3.55 Wet IB when conditions are met. The catch: the higher the Operating BV's value, the more valuation paperwork is needed to keep it tax-neutral. Doing it at €0 of value is far cheaper than at €5M.
We set up Holding + Operating in 7 working days, both BVs, €2,495 all-in. See the service →