Dutch cooperative as a holding vehicle

Not automatically. Since 1 January 2018 a holding cooperative withholds 15 percent dividend tax (art. 5 Wet DB) on distributions on a qualifying membership right of at least 5 percent of annual profit or liquidation proceeds (art. 1 lid 7). No tax is withheld only where the art. 4 exemption applies or the cooperative is not a holding cooperative.

When its actual activity in the year before the distribution mainly consisted of holding participations or financing affiliates (art. 1 lid 8 Wet DB). The legislator reads mainly as 70 percent, tested first on the balance sheet; that is parliamentary history, not statute text. An active top holding with staff and head-office functions falls outside it.

A body resident in the EU, the EEA or a treaty state with a dividend article, holding an interest that would qualify for the participation exemption if it were Dutch (art. 4 lid 2 Wet DB). It must be the beneficial owner and not part of an artificial arrangement. The cooperative files a declaration with the inspector within one month.

Half its decision-making board resident in its own state, qualified staff, board decisions, main bank accounts and books kept there, wage cost of at least EUR 100,000 times the country factor, and an office there for at least 24 months (art. 1bis Uitvoeringsbeschikking dividendbelasting 1965). Meeting the list creates a presumption the inspector can still rebut.

Only in one case: the member's income comes from a substantial interest held with a main purpose, or one of the main purposes, of avoiding income tax for another person, through an artificial arrangement (art. 17 lid 3 onderdeel b Wet Vpb, as rewritten by the 2018 act). We test each member's position against that rule before the deed.

Every cooperative, holding or not, is a withholding agent for the conditional withholding tax, and membership rights count as shares (art. 1.2 Wet bronbelasting 2021). Dividends to an affiliated member in a state on the 2026 low-tax list bear 25.8 percent, dividends included since 1 January 2024. Ordinary dividend tax on the same benefit is credited.

That turns on conditions. Membership is a participation with no percentage test (art. 13 lid 2 onderdeel c Wet Vpb); a holding cooperative meets the dividend tax test of art. 1 lid 8 Wet DB and the art. 4 exemption; and the legislator expected holding cooperatives largely to restructure abroad. The choice is made in a conversation.

The explanatory memorandum to the 2018 act says advance certainty on holding-cooperative status can be requested from the Belastingdienst. An international ruling is discussed only where the group has business operations with relevant staff in the Netherlands, and never where saving tax is the sole or decisive motive. No duration or outcome is promised.

At least two founders execute a multilateral notarial deed (art. 2:54 lid 1 BW); within a group, that is usually the parent and a second group company. The deed is executed in Dutch. The cooperative is then registered with the KVK within one week of the deed (art. 20 Hrw 2007), at EUR 85.15 in 2026.

No. The deed of a cooperative is executed in Dutch (art. 2:27 lid 2 BW, applied by art. 2:53a), and the online route in English under art. 2:175a BW covers the BV only. A founder who does not appear before the notary takes part through a written power of attorney, signed before the deed is executed.

They state the members' liability towards the cooperative for a deficit on dissolution: W.A. statutory, the default; B.A. capped; U.A. excluded (art. 2:55, 2:56 lid 1 BW). U.A. or B.A. protects members only if the letters end the cooperative's name; otherwise W.A. applies. The liability does not run directly to creditors.

The KVK charges EUR 85.15 once for the registration in 2026, the same for every legal form (art. 5 Financiële regeling handelsregister 2019). There is no minimum capital. The notary's fee is not a state charge: it is not fixed and varies from one notary to another. Our own fee is quoted on request.

In both directions. A member's membership of a cooperative is a participation with no percentage test (art. 13 lid 2 onderdeel c Wet Vpb), while the cooperative's own holdings need at least 5 percent of nominal paid-up capital (onderdeel a). The cooperative may also head a fiscal unity, at 95 percent (art. 15 lid 1 and lid 4 Wet Vpb).

The board draws them up within six months of the year end, and the general meeting can extend that by four months (art. 2:58 lid 1 BW). They are filed within eight days of adoption and at the latest twelve months after the year end (art. 2:394 BW). This is not the BV's five-plus-five timetable.

A stichting, a foundation, has no members. A cooperative is an association with members: at least two founders form it by notarial deed (art. 2:54 lid 1 BW), and its object is to provide for its members' material needs under contracts with them (art. 2:53 lid 1 BW). Foundation and STAK structures have their own service page.