AI & Software

Your code in the holding: the IP setup for a later sale

Updated: 21 July 2026 Holdwise editorial team IP Holding Licence

Buyers and courts look at who legally owns your code, brand and data. If you place these rights in the right company early, later steps are easier. This applies to a claim, a new partner or a sale.

Short answer

Your code, brand, domains and customer data are intellectual property (IP), usually your most valuable asset. Keep the IP in the holding and licence it to the operating BV (besloten vennootschap, the Dutch private limited company) at a business-like fee. The IP is then separate from the operating risk, and you are ready for a sale. If you sell the operating company, the holding receives the proceeds free of corporate tax through the participation exemption. The 9% innovation box can also apply, but only with an S&O (R&D) declaration.

At Holdwise, we keep this answer up to date and change it when the rules change.

What counts as your IP

Your IP includes the code repository, the brand and logo, domains, customer and usage data, documentation and content. It also includes the contracts on their use. The same rule applies to AI-written code. Make sure your terms and tool licences give the rights to your company, in writing.

Split ownership from use

The holding owns the IP. The operating BV uses it under a licence at a business-like rate. This is the rate an independent party would pay, and you document how you set it. If someone has a claim against the operating company, the code and the name stay safe in the holding. See the solo holding for the complete structure.

Preparing for a sale

Micro-SaaS businesses are bought and sold often. If the product is in an operating BV under your holding, you sell shares. Under the Dutch participation exemption, the holding then receives the gain untaxed, and you can use it for your next venture. If you sell only the assets, the company first pays corporate tax. If you sell privately, outside a structure, personal tax rates apply. The tax result for the same product can differ a lot.

Transfer the IP early and document it

Transferring IP you already have into the structure is valued at market rates, so transferring now, while the value is modest, costs less than waiting. The innovation box taxes qualifying software profit at an effective 9%, but it requires the S&O declaration (the Dutch R&D scheme) as the entry ticket. That declaration needs an active application and payroll admin. You have to arrange it yourself.

See the Dutch holding structure for what you save with a holding above the operating company, and what it involves each year. To keep both companies in good standing, see corporate secretarial services in the Netherlands.

Every quarter and every year, a Dutch company keeps records and files returns. What does it cost to hand this work over? See bookkeeping in the Netherlands for owners abroad.

Frequently asked questions

What licence fee should the operating BV pay the holding? +

A business-like rate, often a percentage of revenue, supported by comparable examples. If you choose a round number and leave out the reasoning behind it, expect questions from the tax authority.

Does AI-generated code weaken my ownership? +

For tax purposes, your position stays the same. Buyers do check your tool licences and terms. Check that the terms of your AI tools give you the rights to the output, and keep a record of this.

Can I claim the innovation box retroactively? +

Only from the date you qualify, based on your S&O declarations. Plan this early with your adviser, before the profit is made.

Sources Belastingdienst · KVK · wetten.overheid.nl Last updated: 21 July 2026