The basic structure
The simplest holding structure looks like this:
- You → own 100% of → Holding BV (besloten vennootschap, the Dutch private limited company)
- Holding BV → owns 100% of → Operating BV
The operating BV runs the actual business: it employs staff, signs contracts with clients, owns assets and earns the profit. The holding BV sits above it. It holds the shares and receives the dividends from the operating BV.
Why use a holding company?
Four main reasons:
- Exempt profit accumulation: dividends from operating BV to holding arrive fully exempt from corporate tax, under the participation exemption.
- Asset protection: wealth built up in the holding stays outside the risks of the operating company.
- Exempt exit: selling the operating BV lands the gain exempt at holding level.
- Reinvestment flexibility: holding profits move into new investments directly; box 2 waits until money leaves for private hands — a moment you choose.
The 2026 figures behind the structure
| Moment | Levy (2026) |
|---|---|
| Operating BV earns profit | Corporate tax (VPB): 19% up to €200,000, 25.8% above |
| Dividend operating BV → holding | 0% — participation exemption (from a 5% stake) |
| Holding sells the operating BV | 0% on the gain — participation exemption |
| Dividend holding → you privately | Box 2: 24.5% up to €68,843, 31% above |
The pattern is visible immediately: profit moves and grows tax-free inside the structure; the box 2 moment arrives only when you take money out privately — and you pick that moment. The dividend mechanics, with a worked example, are on Dutch dividend tax 2026.
What a holding company actually does
The holding BV typically holds shares in one or more operating companies, receives their dividends, manages the group financing (loans between the entities), provides management services to the subsidiaries via a management fee, and invests in financial assets or real estate.
Setting one up: order and cost
Founders who start fresh incorporate the holding first and let the holding incorporate the operating BV — that order keeps the route simple and the shares in the right hands from day one. An existing operating BV moves under a new holding later through a share-for-share merger, which runs tax-neutrally with proper guidance. Count on notary fees per BV (€400–€700 through the online route), €85.15 KVK registration each, and roughly €1,000–€2,000 per year in extra administration for the second entity. The full route: BV incorporation.
Holding structures for international owners
The structure works identically for owners abroad: foreign shareholders and foreign directors are welcome, and the participation exemption applies regardless of where the owner lives. Practical setup for owners outside the Netherlands — registered office, banking, the government login for filings — is covered on owning a Dutch BV as a non-resident.
What comes after this
This question continues in The Holding Structure Explained for Dutch SMEs, Holding Lending to Operating Company and What Is a Holding Company? The Dutch Structure, Explained.
The definition, in plain terms
A holding company is a company that exists to own assets rather than to trade. Its balance sheet carries shares in operating companies, and often also intellectual property, surplus cash, investments or property. Think of it as the vault above your business: it owns the shares, collects the profits, and keeps what you have built at one calm remove from the daily trade.
Why founders start with a holding from day one
A holding separates what you own from what you risk. The operating company trades — contracts, staff, customers, stock — and carries the commercial risk. The holding above it owns the shares and receives the profit, so the accumulated value sits one level higher than the daily business. A claim against the trade reaches the operating company; the wealth stands apart.
| What the structure brings | 2026 figures |
|---|---|
| Profit moves up tax-free | Participation exemption: dividends and sale gains from a 5%+ shareholding arrive at the holding at 100% |
| Low entry rate on reinvested profit | Corporate tax 19% up to €200,000 profit, 25.8% above |
| Payout to you, when you choose | Box 2: 24.5% up to €68,843, 31% above |
| International reach | Treaty network of 90+ countries carries distributions onward at reduced rates — 0% to many corporate parents |
| Setup | Incorporation from €0.01 share capital, deed passed fully digitally |
The structure starts paying the moment profit stays inside the company, a sale becomes imaginable, or a second venture appears. Selling later means the holding receives the price under the participation exemption — the full amount stays available for the next investment, and box 2 waits until you pay yourself.