The basic structure
Each founder owns their stake through a personal holding BV. The holdings own the operating company. From a 5% stake, the participation exemption applies. The holding then receives dividends and exit proceeds at 0% tax. Each founder can plan the timing of their own box 2 income. See how a holding company works. One founder may want cash, and the other may want to reinvest. Both are possible in this structure.
Ready for employee options and investors
The STAK matches above the option pool, keeping a simple cap table: how the certificates work. The articles include vesting and leaver rules from the start: the notarial version. Investors can read the whole chart in one look. So European funds often sign the BV as it is: the Series-A checklist and the investor view.
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.
The founder's own holding
The personal holding also handles the founder's salary. The standard salary for a director-shareholder (DGA, a director who is also the majority shareholder) is €58,000. For the startup years, there is a special rule. If the BV still has too little money to pay the standard salary, a lower salary is allowed for up to three years. A prior consultation with the Tax Administration gives you certainty in advance. You can also cover private costs by borrowing up to €500,000 from your own BV. The lower salary is what saves tax. At €36,000, compared with €58,000, you keep about €7,100 a year more. After a later dividend, about €2,800 of that remains. The loan gives you access to money, but your tax stays the same. Calculate it with your own figures. If you want certainty, ask for the prior consultation early in the year. See founder salary in a startup and salary and borrowing combined.