The basic structure
The simplest holding structure looks like this:
- You → own 100% of → Holding BV
- Holding BV → owns 100% of → Operating BV
The operating BV conducts the actual business: it employs staff, signs contracts with clients, owns assets and generates profit. The holding BV sits above it, holding the shares and receiving dividends from the operating BV.
Why use a holding company?
Four main reasons:
- Tax-free profit accumulation: dividends from operating BV to holding BV are 100% tax-free (participation exemption).
- Asset protection: wealth accumulated in the holding is protected from risks in the operating company.
- Tax-free exit: when you sell the operating BV, the gain is tax-free at holding level.
- Reinvestment flexibility: holding profits can be deployed into new investments without paying dividend tax first.
What does a holding company actually do?
The holding BV typically: holds shares in one or more operating companies, receives dividends from those companies, manages group financing (loans between entities), provides management services to subsidiaries (via a management fee), and may invest in financial assets or real estate.