AI & Software

Your code in the holding: the IP layer that makes you sale-ready

Updated: 21 July 2026 IP Holding Licence

Founders think in features; acquirers and courts think in rights. Put the rights in the right box early and every later step — a claim, a partner, an exit — becomes paperwork instead of surgery.

Short answer

Your code, brand, domains and customer data are intellectual property (IP) — usually your most valuable asset. Held in the holding and licensed to the operating BV (besloten vennootschap, the Dutch private limited company) at a business-like fee, that IP sits above operating risk and makes you sale-ready: sell the operating company and the proceeds land in the holding free of corporate tax through the participation exemption. The 9% innovation box can apply on top, but only with an S&O (R&D) declaration.

What counts as your IP

More than the repository: the brand and logo, domains, customer and usage data, documentation and content, and the contracts governing use. AI-written code follows the same rule — make sure your terms and tool licences place the rights with your company, in writing.

The two-layer design

The holding owns; the operating BV uses, under a licence at a business-like rate — what an independent party would pay, with the reasoning documented. A claim against the operating company then stays away from the code and the name. The full architecture is in the solo holding.

The exit you are quietly building

Micro-SaaS changes hands constantly now. With the product in an operating BV under your holding, you sell shares — and the Dutch participation exemption lets the gain arrive in the holding untaxed, ready for the next build. Selling bare assets instead means corporate tax first; selling privately, structure-free, means personal rates. Same product, very different afternoons.

Transfer early, document always

Moving existing IP into the structure happens at real value — so the cheap moment is now, while the value is modest. And the innovation box, taxing qualifying software profit at an effective 9%, requires the S&O declaration (the Dutch R&D scheme) as its entry ticket: a deliberate opt-in with payroll admin attached, rather than something that happens by itself.

The follow-up question

Most readers arrive here from The Dutch innovation box for software or move on to Hiring freelancers worldwide from your Dutch BV.

Advice, free of obligation

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Part of Doing Business in the Netherlands — the complete 2026 guide.

Frequently Asked Questions

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

A business-like rate, often a percentage of revenue, supported by comparables. Round numbers that lack reasoning invite discussion.

Does AI-generated code weaken my ownership? +

For tax purposes it is irrelevant. Commercially, buyers check your tool licences and terms — verify that your AI tooling grants you the rights to output, and record it.

Can I claim the innovation box retroactively? +

The regime works from qualification onward, anchored to your S&O declarations. Design the entry with your advisor before the profit arrives rather than after.

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