As a director-shareholder (DGA) with a private limited company (BV), you will sooner or later wonder whether a holding structure is right for you. The short answer: for many entrepreneurs in the Eindhoven area, setting up a holding company is indeed a smart move, but it depends strongly on your profit level, ambitions and personal circumstances. In this article you can read exactly what a holding company is, what the advantages and disadvantages are, and when the step becomes worthwhile.
What a holding structure involves
A holding structure consists of at least two BVs: a holding BV that owns the shares, and an operating company in which the day-to-day business activities take place. As director-shareholder, you are a shareholder of the holding company, and the holding company is in turn a shareholder of the operating company. The holding company itself generally carries out no operational activities; that is done by the operating BV.
Via a management agreement, the holding company seconds you as director-shareholder to the operating company. The operating company pays a management fee back to the holding company in return. From that fee, the holding company then pays your salary. An employment contract between you and the holding company is mandatory, as you are formally employed by the holding company.
The tax advantages at a glance
The holding structure offers a number of concrete tax advantages that make it attractive for growing entrepreneurs.
Participation exemption
The most frequently cited advantage is the participation exemption. Profit that the operating company pays as a dividend to the holding company is exempt from corporation tax at the holding company level, provided the holding company holds at least 5% of the shares. Profit thus flows tax-free from the operating BV to the holding company.
Deferred Box 2 taxation
Only when you as director-shareholder withdraw money from the holding company into your personal finances do you pay income tax in Box 2. As long as the capital remains in the holding company, you can use it to reinvest, invest or hold as a reserve without any immediate Box 2 tax liability. That flexibility is decisive for many entrepreneurs.
Advantage on sale
If you ever sell your operating company, the holding company sells the shares. The capital gain falls under the participation exemption and is therefore exempt from corporation tax in the holding company. Without a holding company, you as a private individual would pay Box 2 tax directly on the full sale proceeds.
Asset protection
The holding company acts as a financial shield. If the operating company runs into serious difficulties or even becomes insolvent, creditors cannot in principle access the assets that have already been transferred to the holding company. Business risk and accumulated capital are thus better separated from one another.
Practical considerations for the director-shareholder
Setting up a holding company is not without obligations. Bear the following in mind:
- As a director-shareholder, you are required in 2026 to pay yourself a minimum customary salary of €58,000 gross per year. This salary is paid from the holding company.
- You will need two separate administrations: one for the holding company and one for the operating company, each with its own annual accounts and corporation tax return.
- The management fee paid by the operating company to the holding company is in principle subject to 21% VAT. The operating company can deduct this VAT as input tax if it makes VAT-taxable supplies.
- Be aware of the excessive borrowing legislation: if by the end of 2026 you have borrowed more than €500,000 from your holding BV, the excess will be treated as a deemed dividend and taxed in Box 2.
- Are you also considering a fiscal unity for corporation tax purposes? This would allow you to offset losses of one BV against profits of the other, but as a group you would benefit only once from the lower corporation tax rate of 19% on the first €200,000 of profit.
- Draw up a management agreement between the holding company and the operating company straight away and record all arrangements in writing.
Costs of a holding structure
Because you are incorporating two BVs, the formation costs are higher than for a single BV. Notary fees for a holding structure typically amount to between €900 and €1,600 in total, depending on the complexity and the notary’s office. On top of that come annual costs for administration, annual accounts and tax returns for both BVs.
Plan een vrijblijvend gesprek en ontdek wat we voor je kunnen betekenen.
Plan een gesprekThose additional costs are real, but they pay for themselves once the structure generates tax benefits. As a rule of thumb, a holding structure becomes seriously worth investigating at a profit of roughly €80,000 to €100,000 or more per year. If you are well below that level, a single BV is often simpler and cheaper for the time being.
Setting up a holding company straight away or adding one later
A common mistake is only thinking about a holding company later, after the BV has been operating for some time and has built up capital. If at that point you still want to add a holding company, the shares in your existing BV must be transferred to the new holding company. The value of those shares will likely have risen considerably by then, and the transfer can trigger Box 2 taxation. There are tax facilities to defer that charge, but they are complex and require approval from the Dutch Tax and Customs Administration.
The lesson is simple: if you expect the holding structure to become relevant for you, arrange it when you incorporate your BV. That is by far the most efficient approach. For further background, see also the page on converting a sole trader business to a BV, because at that stage too the choice of a holding structure is immediately an important decision point.
Why Belastingadviseur Eindhoven
Whether setting up a holding company is the right move for you depends on your profit, capital objectives and future plans. At Belastingadviseur Eindhoven we take a practical approach and work through it with you: we assess your situation, calculate whether the structure will pay for itself and handle the incorporation from start to finish. As part of Adviesgroep Eindhoven, we also have the expertise for the associated administration and the tax advice required thereafter. Get in touch for a no-obligation conversation via our contact page and discover what a holding structure could mean for your business.
Frequently asked questions
What is the difference between a holding company and an ordinary BV?
An ordinary BV (operating company) carries out the day-to-day business activities: invoicing, entering into contracts and taking on staff. A holding company is also a BV, but does not engage in operational tasks. The holding company owns the shares in the operating company and acts as a financial safety net for accumulated capital.
From what level of profit does setting up a holding company become worthwhile?
As a rule of thumb, a holding structure becomes tax-attractive at an annual profit of roughly €80,000 to €100,000 or more. Below that threshold, the additional costs of incorporation and administration often do not outweigh the benefits. Always have your own situation assessed by a tax adviser.
What salary must I pay myself as a director-shareholder with a holding company?
In 2026 the minimum customary salary is €58,000 gross per year. This salary is paid from the holding company. If you wish to deviate from this figure, for example due to low turnover, you must be able to justify this to the Dutch Tax and Customs Administration. A salary that is too low can lead to corrections and additional assessments.
Can I add a holding company above my existing BV at a later stage?
Yes, you can. However, if your BV has already built up value, the shares must be transferred to the new holding company. This can trigger Box 2 tax on the increase in value. There are facilities to defer the charge, but they are complex. It is therefore advisable to opt for a holding structure right from the outset when incorporating.
What is the participation exemption and why is it important?
The participation exemption means that dividends and capital gains on shares in a subsidiary BV are exempt from corporation tax in the holding company, provided the holding company holds at least 5% of the shares. This makes it possible to transfer profits from the operating company to the holding company free of tax, so that you decide when you pay Box 2 tax.
We are happy to think along with you. For advice tailored to your situation we would gladly sit down with you. No rights can be derived from the content of this page and it may contain inaccuracies.
