If you already have an Operating BV and want a Holding on top, you add it through a share exchange (aandelenfusie): you contribute your Operating BV shares into a newly-formed Holding in return for shares in the Holding. Done as a qualifying exchange under Article 3.55 Wet IB, it is tax-neutral, no Box 2 gain crystallises. It is far cheaper to do this before the Operating BV has built much value.
What "retrofitting" actually means
Plenty of founders incorporate a single Operating BV first, get trading, and only later realise they want the structure most Dutch founders end up with: a personal Holding BV sitting on top of the Operating BV. That is the Holding-on-top structure, the Holding owns 100% of the Operating company, cash and IP pool in the Holding, and trading risk stays below it.
Retrofitting is the process of inserting that Holding above a BV you already own, without unwinding and re-incorporating from scratch. You do not dissolve anything. You interpose a new entity between you and your existing company, so the ownership chain changes from "you own the Operating BV" to "you own the Holding, the Holding owns the Operating BV". The Operating BV itself, its KvK number, contracts, bank account and history, carries on unchanged.
The share-for-share exchange (aandelenfusie)
The mechanism is a share exchange, in Dutch an aandelenfusie. In a single notarial step:
- A new Holding BV is incorporated, owned by you.
- You contribute your shares in the Operating BV to that Holding.
- In return, the Holding issues new shares to you. You now hold the Holding; the Holding holds the Operating BV.
No cash changes hands and the Operating BV is not sold in any ordinary sense. You have swapped a direct shareholding in the trading company for an indirect one through a Holding. Because it is a contribution in exchange for shares rather than a sale for cash, the right conditions let it happen without triggering personal tax, which is what makes it worth doing properly rather than improvising.
Conditions for tax-neutral treatment
Here is the part that matters. If you simply transferred your Operating BV shares for value, you would realise the latent gain on those shares and face Box 2 tax (substantial-interest income, roughly 24.5% up to about €67,000 and 31% above in 2026). On a company that has grown in value, that could be a large, entirely avoidable bill.
A qualifying aandelenfusie under Article 3.55 of the Wet inkomstenbelasting 2001 (Wet IB) defers that gain instead of crystallising it. The latent Box 2 gain is rolled over into the cost base of your new Holding shares: you do not pay now, and the eventual tax point shifts to when you actually take cash out of the Holding personally. Broadly, the conditions are:
- You receive shares, not cash. The consideration for contributing your Operating BV must be new shares in the Holding. A material cash top-up can taint the relief.
- The Holding ends up with a controlling stake. The acquiring Holding must obtain (or already hold) more than half the voting rights in the Operating BV. In a standard single-founder retrofit the Holding takes 100%, so this is met comfortably.
- Business motive, not tax avoidance. The exchange must not be aimed mainly at avoiding or deferring tax in an abusive way. A genuine restructuring to build a normal Holding-on-top stands; an artificial step designed to strip value does not.
- Correct continuity in the books. The cost base and acquisition history carry over to the new Holding shares, which is what preserves the deferral. This has to be documented correctly at the time.
The relief is not automatic and the precise conditions and any anti-abuse interaction should be confirmed for your situation (verify the current rule with your adviser). Done right, the headline outcome is simple: the Holding goes on top and no immediate Box 2 tax is due.
Not sure whether your situation qualifies? We assess the share-exchange route as part of a retrofit. See the holding-structure service →
Why the Operating BV's value drives the cost
The tax-neutral mechanism is the same whatever your company is worth, but the paperwork needed to support it scales with value. The exchange has to be defensible: the share-for-share ratio has to reflect the real worth of what you are contributing, and the Belastingdienst has to be able to see that the step is a genuine restructuring rather than a disguised distribution.
- Low value (roughly under €500,000). The valuation is usually light. A young Operating BV with little accumulated profit or IP needs only modest substantiation, so the retrofit is quick and inexpensive.
- Higher value (from about €500,000 upward). A proper, defensible valuation is typically required to underpin the exchange ratio and the rolled-over cost base. That professional valuation work is the single biggest driver of the cost, and the time, of a late retrofit.
In other words, you are not paying more tax by waiting, the relief still applies, but you are paying for more advisory and valuation work to keep that relief clean.
Why doing it before value builds is cheaper
This is the headline takeaway, and it is the same point the holding-structure guide makes from the other direction. The economics of a retrofit are almost entirely about the valuation:
| When you retrofit | Valuation effort | Relative cost |
|---|---|---|
| Operating BV near €0 value (just formed) | Minimal, nominal share value | Lowest |
| Operating BV worth a few hundred K | Light to moderate substantiation | Moderate |
| Operating BV worth €5M+ | Full formal valuation, detailed support | Highest |
Contributing a company worth essentially nothing is trivial: there is no real gain to roll over and the exchange ratio is obvious. Contributing a company worth €5M means a full valuation exercise, more drafting, and more adviser time to keep the Article 3.55 position airtight. The tax result is the same in both cases, but the bill is not.
So if you suspect you will eventually want a Holding, the cheapest moment to add one is before the Operating BV has built meaningful value, ideally on day one. If you are still at the formation stage, it is usually cleaner to start with both entities at once via the Holding + Operating package (€2,495 all-in) than to retrofit later.
The retrofit, step by step
A typical single-founder retrofit runs roughly like this:
- Confirm it is worth doing. A short review of your profit, plans (dividends, a raise, an exit) and the Operating BV's current value, to check the structure earns its keep and the exchange will qualify.
- Value the Operating BV. Light substantiation if value is low; a formal valuation if it is material. This step sets the share-exchange ratio.
- Incorporate the new Holding BV. A fresh BV is formed, owned by you, with articles of association coordinated against the Operating BV.
- Execute the share exchange by notarial deed. You contribute the Operating BV shares to the Holding and receive Holding shares in return, structured as a qualifying aandelenfusie.
- Update the registers. KvK and the UBO register are updated to show the new chain, the Holding owns the Operating BV, you own the Holding.
The Operating BV's own KvK number, bank account, contracts and trading history are untouched throughout. Only the ownership layer above it changes.
Timeline and cost
A retrofit is a bigger project than a fresh formation, mostly because of the valuation and the extra drafting rather than any KvK delay:
| Item | Typical position |
|---|---|
| Mechanism | Share exchange (aandelenfusie), Art. 3.55 Wet IB |
| Tax on the exchange | None, if it qualifies (gain deferred, not crystallised) |
| Valuation needed? | From roughly €500K of Operating BV value |
| Shareholder consent | Required from all shareholders |
| Total project time | ~6 to 8 weeks |
| Fee range | €1,995 to €3,495 |
The fee range reflects the valuation and complexity of your case rather than a single fixed price, the more the Operating BV is worth, the more advisory work the exchange requires. For comparison, forming a single BV from scratch is €1,295 all-in and a fresh Holding + Operating set up together is €2,495 all-in, which is part of why doing it early beats retrofitting late. You can model the running cost of the two-BV structure with the cost calculator.
Co-founders and multiple Holdings
If the Operating BV already has more than one shareholder, the retrofit pattern mirrors the multi-founder structure: each founder contributes their own stake into their own personal Holding, so you end up with one Holding per founder, all owning the Operating BV. Each Holding individually clears the ≥5% threshold for the participation exemption, and each founder keeps their cash, payroll and tax position separate.
One practical point: every shareholder has to consent to the restructuring, and each individual exchange has to meet the Article 3.55 conditions in its own right. So align the founders, and the valuation, before you start drafting deeds.
What changes after the retrofit
Once the Holding is on top, you have the same advantages as a founder who set the structure up from day one:
- Participation exemption. Dividends from the Operating BV up to the Holding, and a future capital gain on selling the Operating BV, are exempt from Dutch corporate tax under the participation exemption (the Holding holds well over 5%). Both BVs are still taxed at the normal Vpb rates, 19% up to €200,000 of profit and 25.8% above, on their own taxable income.
- Asset isolation. Cash and IP can be dividended up into the Holding, out of reach of a claim against the trading business below.
- A cleaner cap table. Investors can come in at the Operating BV level while you keep control through the Holding, and a buyer can acquire the Operating BV in a clean share deal.
- DGA salary moves to the Holding. In the standard setup the Holding pays your DGA salary (the €58,000 customary floor in 2026) and the Operating BV pays the Holding a management fee to fund it. This is set up as part of the retrofit.
The structure you arrive at is identical to a day-one Holding-on-top. The only difference is that you paid more for the valuation than you would have if you had built it before the value was there.
FAQ
No. You add a Holding above your existing Operating BV through a share exchange (aandelenfusie): you contribute your Operating BV shares to a newly-formed Holding in return for shares in that Holding. It is never too late, but it is cheaper before the Operating BV has built much value, because the valuation work is lighter.
Not if the exchange qualifies as a tax-neutral aandelenfusie under Article 3.55 Wet IB. The latent Box 2 gain is rolled over into the cost base of your new Holding shares rather than crystallised, so no immediate tax falls due. The conditions must be met and the relief is not automatic, confirm your case with your adviser.
Below roughly €500,000 of value the paperwork is usually light. From about €500,000 upward a proper valuation is typically needed to support the share-for-share ratio and demonstrate the exchange is not disguising a distribution. That valuation cost is the main reason retrofitting late is dearer than doing it early.
Plan for roughly 6 to 8 weeks end to end, mostly valuation, drafting and the notarial deed rather than KvK processing. Our retrofit fee typically falls in the €1,995 to €3,495 range depending on the Operating BV's value and complexity (verify the current quote for your case).
Yes. Once the Holding owns at least 5% of the Operating BV (a retrofit normally lands it at 100%), dividends up to the Holding and a future capital gain on selling the Operating BV are exempt from Dutch corporate tax under the participation exemption. That is the whole point of putting a Holding on top.
Yes, and the clean pattern is one Holding per founder, each contributing their stake into their own Holding. Each Holding individually clears the 5% participation-exemption threshold. Every shareholder has to consent to the restructuring, so align on it before you start.
Already have an Operating BV and want a Holding on top? We handle the share exchange end to end. Talk to us about a retrofit →