The single-company structure
One Dutch BV (besloten vennootschap, the Dutch private limited company), owned by the Asian parent, doing everything: importing, holding stock, invoicing customers, employing staff. Simple to run, one set of accounts, one corporate tax return.
Its limitation is that everything sits in one place. Accumulated profit, the brand, the customer relationships and the trading risk share a balance sheet, so a claim against the trade reaches the accumulated profit.
Adding a holding layer
The alternative places two Dutch companies in a chain: the parent owns a Dutch holding company, which owns a Dutch operating company.
- The operating company trades: imports, stock, contracts, staff, customers. Corporate tax is charged here.
- The holding company owns the shares in the operating company and receives its distributions. Under the participation exemption — which exempts dividends and gains on holdings of 5% or more from Dutch corporate tax — those distributions arrive untaxed.
Accumulated profit moves out of the trading company into the holding, where it sits apart from trading risk. Intellectual property and brand rights are commonly placed there too, licensed down to the operating company.
What each layer achieves
| Objective | Single company | Holding plus operating |
|---|---|---|
| Accumulated profit separated from trading risk | Combined | Separated |
| Brand and IP held apart from trade | Combined | Separated |
| Selling the operation later | Assets transfer individually | Shares of the operating company transfer |
| Adding a second country | New structure required | New subsidiary under the same holding |
| Annual cost | One set of filings | Two sets of filings |
Distributing to the parent
Where profits move from the Dutch holding to the Asian parent, the withholding position depends on the treaty. For Hong Kong the rate is 0% on participations of at least 10%, described at the Netherlands–Hong Kong treaty. Singapore has its own treaty with comparable relief on qualifying participations.
Many groups retain profit in the Dutch holding rather than distributing it, funding European expansion from there. Profits accumulate having borne only Dutch corporate tax, and the distribution decision waits until the money is genuinely needed at parent level.
Pricing between the companies
Where your Asian parent sells goods to the Dutch operating company, that price determines how much profit lands in each jurisdiction. Dutch rules require terms independent parties would agree, supported by documentation, and a distribution entity is generally expected to retain a routine margin reflecting its functions and risks.
The same applies to a licence fee from a Dutch holding to a Dutch operating company, and to management charges. Setting these at the outset with supporting analysis is considerably easier than revising them under examination.
When the second layer earns its cost
A holding layer adds a set of annual filings. It earns that where profit accumulates rather than being distributed each year, where the brand carries independent value, where a future sale of the operation is contemplated, or where a second European country is likely. Below those conditions, a single operating company under the Asian parent is a clean structure.
Last verified: 20 July 2026. Sources: Corporate Income Tax Act 1969, article 13 · Belastingdienst.
Two steps further
Further along the same line: A Dutch subsidiary under a Singapore parent and Israeli Tech and Dutch Holdings.