With two or more founders, the standard Dutch structure is one personal Holding BV per founder, all of them jointly owning a single shared Operating BV. Each Holding clears the ≥5% threshold for the participation exemption, so each founder's share of dividends and exit proceeds flows up to their own Holding free of Dutch corporate tax. A shared Holding tangles everyone's money together, avoid it.
The standard shape
Picture three co-founders, Anna, Bram and Chiara. Each of them owns a personal Holding BV outright: Anna Holding BV, Bram Holding BV, Chiara Holding BV. Those three Holdings then jointly own one Operating BV, the trading entity that signs contracts, employs people, holds the bank account and sells to customers. If they split equity equally, each Holding owns one-third of the Operating BV.
So the ownership runs in two tiers. At the bottom, the Operating BV does all the trading. In the middle, three Holdings each own their slice of it. At the top, each founder personally owns their own Holding. Nobody owns the Operating BV directly: every founder sits behind their own holding company.
This is the same Holding-on-top idea covered in the holding-structure guide, just multiplied across the founding team. The single-founder version is one Holding over one OpCo; the multi-founder version is several Holdings over one shared OpCo. The reasons it is worth doing scale up with the number of founders, not down.
Why one Holding per founder is the standard
The instinct of a new team is often to set up a single shared Holding that owns the Operating BV, with the founders owning the shared Holding between them. It looks tidy on a whiteboard. In practice it is the wrong way round, and here is why the per-founder version wins:
- Each founder controls their own cash. When a dividend reaches your personal Holding, it is yours alone. You decide when to draw it down to yourself, when to reinvest it, and what to do with it next. In a shared Holding, every distribution is a joint decision, and one founder's appetite for cash collides with another's wish to retain it.
- Each founder manages their own tax. Your personal Box 2 timing, your DGA salary, your next venture, all of it lives inside your own Holding without entangling the others. A shared Holding forces everyone onto the same timetable.
- Clean exits and partial sales. If one founder wants to sell their stake, or leaves the company, you move shares in the Operating BV between Holdings, or sell that founder's Holding, without disturbing the others. A shared Holding makes a single founder's exit a surgical operation on a structure everyone depends on.
- Each Holding qualifies for the participation exemption in its own right. This is the technical heart of it, and the next two sections unpack it.
The short version, in the words of the holding-structure guide: a shared Holding tangles dividend flow and exit proceeds across founders, so avoid it. One Holding per founder keeps each person's money, tax and exit independent while still letting the team own and run one company together.
How dividends flow up
Follow the money from the bottom up. The Operating BV earns trading profit and pays Dutch corporate tax (Vpb) on it: 19% on the first €200,000 of profit and 25.8% above that in 2026. What is left is after-tax profit sitting in the Operating BV.
When the founders decide to distribute, the Operating BV pays a dividend, split across its shareholders in proportion to their holdings. With three equal Holdings, a €300,000 distribution sends €100,000 up to each Holding. Crucially, that dividend arrives at each Holding free of further Dutch corporate tax, because each Holding's stake qualifies for the participation exemption (covered next). The profit was taxed once, in the Operating BV; it is not taxed again as it moves up.
From there, each founder controls their own slice. The cash can stay in the Holding, be reinvested, or be paid out to the founder personally, at which point personal tax in Box 2 (substantial-interest income, roughly 24.5% up to about €67,000 and 31% above that in 2026) finally applies, but only to the founder who actually takes the money, and only when they choose to. For the full set of 2026 corporate and Box 2 figures behind these numbers, see the Dutch BV tax 2026 guide.
Setting up several Holdings over one OpCo is exactly what our Holding + Operating package is built for. See the holding-structure service →
The participation exemption, applied per founder
The participation exemption (deelnemingsvrijstelling) is the rule that exempts dividends and capital gains on a qualifying shareholding from Dutch corporate tax. The headline condition is the ≥5% threshold: a Holding must own at least 5% of the subsidiary's nominal paid-up share capital. It is codified in Article 13 of the Wet op de vennootschapsbelasting 1969 (Wet Vpb), and the full mechanics, including the motive, subject-to-tax and asset tests, are in the participation-exemption guide.
The point that matters for a founding team is this: each Holding is tested on its own. The 5% threshold is measured per Holding, against its own stake in the Operating BV. So as long as no founder's Holding owns less than 5% of the OpCo, every Holding independently qualifies, and each founder's share of dividends and exit gains is exempt at their Holding.
With a typical founding team of two to five people splitting equity, every founder is comfortably above 5%, so every Holding qualifies. The threshold only becomes a live concern in larger founding groups, or after heavy dilution from several funding rounds, where a founder could in principle fall under 5%. If you are designing a cap table that puts anyone near the line, it is worth modelling the dilution before you incorporate.
| Founder | Stake in OpCo | Participation exemption? |
|---|---|---|
| Anna Holding BV | 40% | Yes |
| Bram Holding BV | 35% | Yes |
| Chiara Holding BV | 20% | Yes |
| Early employee (direct) | 3% | No, below 5% |
The contrast with holding shares personally is stark. A founder who owns the Operating BV directly, with no Holding, pays Box 2 tax on dividends and exit gains as they arise, with no deferral. A founder behind a qualifying Holding receives the same dividends tax-free at the Holding and only pays personal tax when they take the money out. Over a decade and a real exit, as the worked example in the participation-exemption guide shows, that difference runs into seven figures.
Cap-table mechanics
The cap table for a multi-founder structure has one rule that trips people up: the shareholders of the Operating BV are the Holdings, not the founders. When you read the OpCo's share register, you see "Anna Holding BV: 40%", not "Anna: 40%". The founders' names appear one level up, on the registers of their own Holdings.
That two-tier register has a few practical consequences worth getting right from the start:
- Equity splits are set at the OpCo. The percentage each founder ends up with is the percentage their Holding owns of the Operating BV. Decide and document the split before incorporation; changing it later means transferring OpCo shares between Holdings, which can have tax consequences.
- Investors come in at the Operating BV. When you raise, the investor takes new shares in the Operating BV directly. The founders keep control through their Holdings, and the round dilutes every Holding's percentage proportionally. This is the clean-raise advantage of the Holding-on-top, now spread across the whole team.
- Option pools live at the Operating BV. Employee equity (an ESOP, or a STAK-administered pool) is created at the OpCo level, alongside the founders' Holdings, so option holders share in the trading entity without sitting inside anyone's personal Holding. See the ESOP and stock-options guide for how the pool is structured.
- A founder's exit is a Holding-level event. If Bram leaves, the team can buy out Bram Holding BV's shares in the OpCo, or buy Bram Holding BV itself. Either way it is contained, the other founders' Holdings are untouched.
If you already run a single Operating BV and a co-founder is joining, you do not have to rebuild from scratch: each founder sets up a Holding and the OpCo shares are arranged beneath them. As with any restructuring, it is much cheaper to do while the company's value is still low, the same retrofitting logic that applies to adding a single Holding later.
Where each DGA salary sits
Each founder's DGA salary sits at their own Holding, not at the Operating BV. Every founder is a director-major shareholder (DGA) of their own Holding, so each Holding pays its founder the customary salary (the gebruikelijk loon floor of €58,000 in 2026), and the Operating BV pays each Holding a management fee to fund it.
The customary-wage rule is applied once per founder, across that founder's own group, so each founder budgets for one €58,000 floor, not one per BV. This keeps the salary obligations cleanly separated, each founder's payroll is their own problem, and leaves the Operating BV free of personal-salary entanglements, which matters for valuation and for bringing in investors. The full mechanics, including the lower-salary routes and the foreign-resident case, are in the DGA salary 2026 guide.
The shareholders' agreement between the Holdings
The Operating BV's articles of association set the bare legal framework, but they are not where co-founders settle the things that actually cause disputes. That is the job of a shareholders' agreement signed between the Holdings (and usually the founders personally), which typically covers:
- Vesting and leaver provisions, so a founder who leaves early does not walk away with full equity, and there is a clear mechanism for what happens to their Holding's shares.
- Drag-along and tag-along rights, so a majority can carry a sale through and a minority can join one on the same terms.
- Reserved matters, the decisions that need supermajority or unanimous consent (taking on debt, issuing shares, selling the company).
- Dividend policy, a baseline understanding of when the Operating BV distributes, even though each founder then controls their own cash once it reaches their Holding.
It is far cheaper to agree these terms while everyone is aligned at the start than to argue them once money or a falling-out is involved. We are not your lawyers, but we will flag where you need one before you incorporate. Talk to us about your founding structure →
Common pitfalls
- The shared-Holding trap. The single most common mistake: one Holding owned by all founders, sitting over the OpCo. It tangles everyone's cash, tax and exits together. One Holding per founder is the fix.
- A founder under 5%. In a larger team or after dilution, a founder's Holding can slip below the participation-exemption threshold, losing the exemption on that stake. Model the dilution before you set the split.
- Holding shares personally "to keep it simple". A founder who skips their Holding and owns the OpCo directly pays Box 2 tax on dividends and exit gains with no deferral, while the others defer. Simpler today, much more expensive at exit.
- No shareholders' agreement. Relying on the articles alone leaves vesting, leavers and reserved matters undefined. This is where most co-founder disputes start.
- Forgetting each entity is a compliance unit. Every Holding plus the Operating BV files its own annual accounts and keeps its own books. Build that into your compliance calendar from the start.
FAQ
They can mix, but it is rarely a good idea. A founder who holds the Operating BV directly cannot use the participation exemption: their dividends and exit gains are taxed personally in Box 2 as they arise, while the Holding founders defer that tax. In practice the cleanest co-founder structures put every founder behind their own Holding so everyone is treated the same way.
The participation exemption needs at least a 5% stake. A founder whose Holding dips below 5% loses the exemption on that shareholding, so dividends up to their Holding become taxable. This usually only bites in larger founding teams or after heavy dilution; if you are close to the line, raise it before you set the cap table.
Yes. The new founder sets up their own Holding, and shares in the Operating BV are issued or transferred to it so each Holding sits side by side above the OpCo. Doing this while the company is still low in value is far simpler and cheaper than after value has built, the same logic as retrofitting a Holding generally.
At each founder's own Holding. Each Holding pays its founder the customary DGA salary (the €58,000 floor in 2026), and the Operating BV pays each Holding a management fee to fund it. The customary-wage rule is applied once per founder across their own group, not per BV.
Yes, almost always. The Operating BV's articles set the bare legal framework, but a shareholders' agreement between the Holdings covers vesting, leaver provisions, drag-along and tag-along, reserved matters and what happens if a founder leaves. It is the document that prevents most co-founder disputes, and it is far cheaper to agree up front than to litigate later.
Yes. Each Holding BV is its own legal entity with its own KvK registration, bookkeeping and annual accounts filing, and the Operating BV files its own as well. That is the trade-off for the structure: more entities to keep compliant, in return for clean separation of each founder's cash and tax position.
Building a company with co-founders? We set up a Holding per founder over one shared Operating BV. See the holding-structure service → or compare structures in the holding-structure guide →