Set up a Dutch Holding structure from day one.
Two BVs, one notarial session: a Holding above your Operating BV. Tax-free dividends under the participation exemption. A clean cap table for your future raise or exit.
Why founders use a holding structure.
Participation exemption
Dividends from your Operating BV to your Holding are 100% exempt from Dutch corporate tax (deelnemingsvrijstelling), provided the Holding owns ≥5%. Same for capital gains on an eventual sale.
Sell for €5M: without a Holding, ~€1.55M personal tax now. With a Holding, €0 at the Holding, defer until you distribute to yourself.
Asset isolation
Operating risk, lawsuits, supplier claims, employment disputes, stays in the Operating BV. Cash, IP, real estate and investments sit safely in the Holding.
Dividend €600K up to the Holding annually. It's now in a separate entity, not exposed to a claim against the trading business.
Cleaner raises & exits
Investors invest at the Operating BV level while you retain control via the Holding. Employee equity sits on the Operating BV. M&A buyers prefer share deals there.
A Series A puts €2M for 20% into the Operating BV. Your Holding keeps 80%. Investor in the trading entity; control at the Holding.
When a Holding doesn't make sense.
Skip the Holding (for now) if
- Projected profit under €30K/year for 24 months, the ~€700–€1,500/yr running cost eats the benefit
- It's a consultancy with no exit, no investors, and you'll draw most cash as DGA salary
- You haven't decided what business you're running, easier to add later, before value builds
Get the Holding day 1 if
- You're aiming at a venture-backed scale-up
- You're building inventory + IP + cash to protect from operating risk
- You'll have a co-founder (each typically holds via their own Holding)
- You're planning to draw dividends, not just salary
One Holding per founder.
With multiple founders, the cleanest structure is one Holding per founder, all owning the Operating BV. Each Holding individually meets the ≥5% threshold for participation exemption.
Why not one shared Holding? Because dividend flow and exit proceeds get tangled across founders. Separate Holdings let each founder manage their own cash, payroll and tax position independently.
We set this up as a multi-entity package, typically €2,495 + €1,495 per additional Holding.
What's in Holding + Operating
Everything in Growth, plus
- A second BV (Holding), deed, AoA, KvK, UBO
- Tax-neutral share contribution to the Holding
- Coordinated AoA, drag-along, anti-dilution, share classes
- 60-min consult on participation-exemption strategy
- Both BVs registered in 7 working days
"If I have a Holding above my Operating BV, where do I take my DGA salary?"
At the Holding. The Holding pays you as director-shareholder (DGA) at the customary salary floor (€58,000 in 2026); the Operating BV pays the Holding a management fee to cover it. This keeps the salary obligation at the Holding only, the Operating BV cleaner, and stays compliant with the gebruikelijk loon rule.
Retrofitting a Holding on top.
If you've already formed an Operating BV and want a Holding now, it's done via a share exchange (aandelenfusie), you transfer the Operating BV shares to a newly-formed Holding in exchange for shares in the Holding. Done tax-neutrally under Article 3.55 Wet IB when the conditions are met.
The sophisticated questions.
No, sophisticated structures use multiple Holdings (one per founder), intermediate sub-holdings (IP separation), or a Stichting above the Holding for voting control. We set up the common variants; for exotic structures we partner with a Dutch tax adviser.
Usually no for a passive holding. If your Holding charges management fees to the Operating BV (the standard setup), the fee is generally a VAT-taxable supply and the Holding does register for VAT.
Same Vpb rates as any BV (19% / 25.8%) on its taxable income. Dividends from the Operating BV aren't taxable income because of the participation exemption. Management-fee income is taxable, but largely offset by the DGA salary the Holding pays out.
Yes, the participation exemption applies to qualifying shareholdings anywhere in the world, subject to motive and effective-taxation tests. One of the most attractive features of the Dutch holding regime.
Box 2 rates in 2026 are roughly 24.5% up to ~€67,000 and 31% above (verify at filing). The Holding lets you defer this, you only pay when you actually distribute cash to your personal account.
A Stichting Administratiekantoor is a Dutch foundation that holds shares on behalf of beneficiaries, separating economic ownership (depositary receipts) from voting rights. Used by founders who want to keep voting control while raising or distributing economic interest. Not needed for most.
Build it right the first time.
Holding + Operating, both BVs registered in 7 working days, €2,495 all-in.