Holding Structure

Dutch holding structure 2026: tax benefits and costs

With a holding structure, you own two companies. The operating company operates the business and earns the profit. The holding company owns the operating company and keeps the money you save. The operating company can pay its profit to the holding free of corporate tax. The same applies to the gain when the holding sells the operating company. The Dutch name for this rule is the participation exemption (deelnemingsvrijstelling). Both BVs can start with €0.01 capital. The notary draws up a separate deed of incorporation for each BV. Many founders set up the holding at the start.

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Company formation

Your company in the Netherlands

One package for the full setup. You sign a power of attorney in your own country. The notary in the Netherlands does the rest.

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Your Dutch BV

from €2,950

excl. VAT

  • The notary deed, signed for you with a power of attorney
  • Registration at the Dutch Chamber of Commerce (KVK)
  • The identity check the law requires
  • Registration of the owners in the register of ultimate owners (UBO register)
  • Your tax number and VAT number
  • The list of documents from your country, and how to legalise them (apostille)
  • Advice on the setup that keeps your tax low from year one: one company or a holding, your first financial year and your salary
  • Personal support during the setup and the start of your company

Holding and operating company

from €4,950

excl. VAT

Set up for growth of your company and your wealth.

  • Two companies, set up together, with everything from the BV package for both
  • You can pay profit to your holding tax-free (participation exemption)
  • In your holding, you keep your profit apart from the risks of daily business, and you can invest it
  • If you sell your operating company later, your holding receives the profit tax-free

What you can add

Made for your company. The price is in your proposal.

Your first-year plan

Before you start trading, the team looks at everything you plan to do. You get a written plan, and the applications are filed for you. See the first-year plan →

  • The registrations and licences your company needs
  • Your salary, dividend and loans from your company in year one
  • The tax schemes and deductions you are entitled to
  • Your numbers for the first year: tax, salary and what you keep in your company

Your written proposal shows the exact amount before you decide. Owners from some countries need extra checks.

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Short answerA Dutch holding company can own your companies in India and the Czech Republic. It receives their dividends and sale gains free of Dutch corporate tax when it owns at least 5% of each. This is the participation exemption (Corporate Income Tax Act 1969, Article 13). Czech dividends to the holding are free of Czech withholding tax when it owns at least 10% for at least 12 months. The rules are in the Parent-Subsidiary Directive and the Czech Income Taxes Act, section 19. India withholds at most 10% under the Netherlands-India tax treaty. The holding company needs real management in the Netherlands, for the EU anti-abuse rule and the Indian residence test. The EU-India trade agreement is about tariffs. For dividend taxes, the tax treaty applies.

What is a Dutch holding structure?

If you live outside the Netherlands, see international advisory and the written consultation.

A holding structure is two BVs. The holding BV (the parent) owns the shares of one or more operating BVs (werkmaatschappijen). You own 100% of the holding. The holding owns 100% of the operating BV.

The operating BV operates the business. It can pay its profit to the holding free of tax, under the participation exemption. From the holding, you decide when and how much you pay yourself as dividend.

The four advantages

€
Dividends free of tax
Dividend from the operating BV to the holding is free of corporate tax and free of withholding tax.
Protection from business risks
Profit that you keep in the holding is separate from the risks of the operating company. If the operating BV goes bankrupt, the money in the holding remains yours.
Sell free of tax
When the holding sells the operating BV, the gain is free of tax. If you sell the shares in your own name, you pay 24.5% to 31% on the whole gain. This is box 2, the personal tax on substantial shareholdings.
Invest again
The holding can use its profit for a new company, property or investments. You pay dividend tax only when you take money out for yourself.

The numbers: a BV alone or with a holding

SituationBV aloneWith holding
Profit of €100,000 kept in the company€81,000 left after 19% corporate tax€81,000 paid to the holding, free of tax
You sell the company for €500,000 (gain €400,000)Box 2: about €119,500 tax (2026 rates: 24.5% up to €68,843, 31% above)€0 tax (participation exemption)
Money you invest in the companyGrows the same, but stays exposed to the risks of the operating BVGrows the same, separate from the risks of the operating BV

How you set up a holding in the Netherlands

You can set up the holding and the operating BV at the start. The notary draws up a separate deed of incorporation for each BV. With us, the two companies are one package. You get a written proposal with every amount for your situation, before you decide.

With your incorporation, you get Your first year with a Dutch company for free. It has ten short lessons on bookkeeping, the VAT return, corporate tax, the annual accounts and every deadline of the first year.

If you already have one BV, you can still put a holding above it with a share exchange (aandelenfusie). You set up a new holding BV and you bring the shares of your existing BV into it. Under Dutch law this is a standard step, free of tax when set up correctly. It needs a notary and a tax adviser.

Important: the participation exemption applies when the holding owns at least 5% of a company. If that company mainly owns investments, extra conditions apply. A Dutch BV that pays 19% or 25.8% corporate tax meets those conditions. We check whether your structure qualifies in the written advice.

Also for founders abroad

The participation exemption depends on where the companies are. It applies wherever you live, for example in London, Milan or Austin. Dutch dividend withholding tax applies when the holding pays a dividend to you abroad. The standard rate is 15%. For a private person, most treaties keep the rate at 15%. This is the case for the United Kingdom, Italy and the United States. Lower treaty rates mostly apply to companies that own shares. You also need to decide where the companies are managed. Read setting up a Dutch BV as a non-resident. For more background, see doing business in the Netherlands.

Owners from the Gulf: see the Dutch holding for Gulf owners and families, with the treaty rate for each Gulf state.

Frequently asked questions

Should you put a Dutch holding company above your companies in India and the Czech Republic? +
Yes, if the holding company is managed from the Netherlands and owns at least 5% of each company. Dividends and sale gains are then free of Dutch corporate tax under the participation exemption (Corporate Income Tax Act 1969, Article 13). A subsidiary may mainly own investments. The exemption then applies if that subsidiary pays a real profit tax. A tax rate of 10% normally counts as a real profit tax. The exemption also applies if less than half of its assets are low-taxed free investments. Czech dividends to the Dutch company are free of Czech withholding tax if the Dutch company owns at least 10% of the capital. It must own this for an uninterrupted period of at least 12 months. The rules are in the Parent-Subsidiary Directive 2011/96/EU and the Czech Income Taxes Act, section 19. The directive applies to genuine arrangements with valid business reasons. India taxes dividends to the Dutch company at 10% at most, under Article 10 of the Netherlands-India tax treaty. Under Indian law, a company is resident in India if its place of effective management is in India. The holding company therefore needs its management in the Netherlands. The EU-India trade agreement is about tariffs on goods. For dividend taxes, the tax treaty applies.
Can I add a holding when I already have one BV? +
Yes, with a share exchange (aandelenfusie). You set up a new holding BV that takes over the shares of your existing BV. Set up correctly, this is free of tax. The cost is the notary and the tax advice; we put the complete amount in one written proposal.
Does every holding BV get the participation exemption? +
The exemption applies when the holding owns at least 5% of the shares of the operating BV. If the operating BV mainly owns investments, extra conditions apply. A Dutch BV that pays 19% or 25.8% corporate tax still qualifies. In a normal structure it always applies.
What does a holding cost per year? +
A second BV means a second set of annual accounts and a second corporate tax return. This extra cost is modest. You earn it back when you keep €15,000 or more per year in the holding. For most BVs with €80,000 profit or more, you earn back the cost of the holding in the first year.

Related guides

Continue with Dutch BV incorporation, with all steps for 2026 and our proposal form. Use the DGA salary calculator for your salary and dividend. Read about the 30% ruling if you relocate to the Netherlands. If you own the structure from abroad, read about setting up the structure as a non-resident. If you plan to sell later, read the holding before you sell your business and exit options for Dutch business owners. You find every rate on the 2026 figures page. Calculate the tax on your own profit with the Dutch corporate and dividend tax calculator. For the tax when you sell, use the exit calculator.

Family wealth? A family that keeps a business, real estate and investments together can use the same holding. The family uses a foundation called a STAK to keep control. See a family office in the Netherlands.

Figures and rates updated: 25 September 2026 · sources: Dutch Tax Administration, KVK (the trade register), Government of the Netherlands, EUR-Lex (Directive 2011/96/EU), Czech Financial Administration, Income Tax Department of India

Is your profit big enough for this structure? Use The Holdwise Threshold 2026. Fill in your own yearly costs and see from which profit level the structure is worth it for you.

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Why founders choose the Netherlands

There are three practical reasons. First, you keep your money available. In the Netherlands, an importing company can pay the import VAT through its VAT return (the Article 23 licence). You can put the money you would otherwise pay at the border into stock right away. Other countries, including France, also handle import VAT through the VAT return. The rules and conditions differ by country.

Second, your holding company receives dividends from your operating company free of tax (the participation exemption). Dividends to many foreign parent companies are paid with 0% withholding tax under treaty rules. The first €200,000 of profit is taxed at 19%.

Third, you can set up and run the company from abroad, in English. You sign a power of attorney, and an employee of the notary's office signs the deed for you. The notary signs the deed once all documents are complete. The Dutch Tax Administration works digitally. Its tax returns and letters are in Dutch, so a bookkeeper usually files them for you. You can own and run a Dutch company from where you live.

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Knowledge on doing business in the Netherlands · based on the 2026 figures

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