Holding and corporate structuring
Setting up a holding company in the Netherlands
Holding BV for a foreign parent or group.
A Dutch holding BV placed in your group, with both deeds, both registrations and the dividend route tested before the first distribution.
- Participation exemption from 5 percent
- Two deeds, two KVK registrations, EUR 85.15 each (2026)
- No statutory minimum capital for a BV
- Planning only: your board, your office
Why groups put their holding in the Netherlands
We set up the holding layer of a company formation in the Netherlands for a foreign parent, a group placing an EU holding, or a founder planning a holding above a Dutch operating BV, including groups that will need a Dutch crypto licence.
Profits from subsidiaries left out of the holding's profit
The Dutch participation exemption applies from 5 percent of nominal paid-up capital (art. 13 Wet Vpb). It is a corporate income tax relief, not the dividend tax exemption, and fails for an investment participation or a payment the subsidiary deducts.
Dividends on to the parent without the 15 percent dividend tax
A corporate parent in the EU, the EEA or a treaty state with a dividend article, holding a qualifying interest, is exempt (art. 4 lid 2 Wet DB). The exemption fails in an artificial arrangement and goes only to the beneficial owner (art. 4 lid 3 and 4).
One taxpayer for the Dutch group
A fiscal unity needs 95 percent of capital, votes, profit and assets, and starts at most three months before the request (art. 15 lid 1 and 9 Wet Vpb). Each subsidiary is jointly and severally liable for its tax (art. 39 Invorderingswet 1990). See the fiscal unity guide.
A treaty network for the dividend route
The Netherlands had tax treaties with 98 countries as at 1 January 2025, the last official count (Rijksoverheid). Which treaty covers your parent, and on what terms, is in the tax treaties guide.
Other holding locations are compared on our guide Netherlands versus Luxembourg, not on this page.
What's included
Set-up, tax advice and filings. No director, nominee, general power of attorney, business address or ready-made company within this engagement (Wtt 2018).
Structure design
Where the holding sits, which entity founds which, a new or an acquired operating company, and whether your parent clears the dividend tax conditions and the 2026 lists. Where owners separate control from economic rights, the design also covers certifying shares through a Dutch STAK.
Tax advice on the holding
The participation exemption, the fiscal unity, dividend tax, the conditional withholding tax and the interest rules for a holding that borrows or on-lends. Finance and IP structures in depth: our holding structure tax service; standalone advice: our Amsterdam tax advisor.
Advance certainty, optional
An Advance Tax Ruling request on the participation exemption, prepared for the Belastingdienst's IFZ team where your group has an economic nexus in the Netherlands. The Belastingdienst decides, and no outcome is promised.
Two notarial deeds coordinated
The holding BV first, then the operating BV founded by the holding, each by notarial deed before your chosen notaris (civil-law notary). The notary identifies the parties and charges an own fee.
KVK and UBO registration
Both companies entered in the Handelsregister (business register) with their ultimate beneficial owners, each within one week of its deed under art. 20 Handelsregisterwet 2007.
Fiscal unity and VAT group requests
The corporate income tax request timed inside the three-month window, so no period is lost. A written VAT group request only where the holding steers the group.
The dividend calendar
A declaration within one month of each exempt dividend (art. 4 lid 11 Wet DB), a return within one month where tax is withheld, and the licence before any reduced treaty rate is applied.
How the set-up works, step by step
The holding BV comes first, then the operating BV on behalf of the holding, the order business.gov.nl sets out.
Structure design
(you, with us). We place the holding and test your parent against art. 4 lid 2 to 4 Wet DB and the 2026 lists. No official time is published.
Advance certainty, optional
(us; the IFZ team). An ATR on the participation exemption, only with a Dutch economic nexus and never where saving tax is the sole or decisive motive. No official time is published.
Notary engagement and identification
(the notaris, you). Founders, directors and UBOs are identified; anyone not appearing signs a written power of attorney for the deed. No official time is published.
Deed of the holding BV
(the notaris). A paper deed in Dutch; the electronic English deed only for EU-national natural persons contributing cash: 5 working days with the model deed, otherwise 10 (art. 2:175a lid 3 BW).
KVK and UBO registration of the holding
(the notary files; the directors carry the duty). Within one week of the deed (art. 20 Hrw 2007); 2026 fee EUR 85.15 (art. 5 Financiële regeling handelsregister 2019).
Deed and registration of the operating BV
(the notaris, the holding BV as founder). We plan on a Dutch paper deed, a second registration within one week and a second EUR 85.15. A Dutch business bank account follows for each BV.
Fiscal unity and VAT group
(us; the inspector). Fiscal unity requested within three months of the operating BV's incorporation (art. 15 lid 9 Wet Vpb); a VAT group only for a steering holding, on written request. No decision time is published.
Running the structure
(each board, with us). Each dividend declared or returned within one month; accounts drawn up within 5 months, extendable by 5, filed within 8 days of adoption and within 12 months of year end (art. 2:210, 2:394 BW).
- Structure designYou, with usNo official time is published
- Advance certainty, optionalUs; the inspectorNo official time is published
- Notary and identificationThe notaris, youNo official time is published
- Deed of the holding BVThe notarisElectronic deed: 5 or 10 working days (art. 2:175a lid 3 BW)
- KVK and UBO registrationThe notary filesWithin one week; EUR 85.15 (2026)
- Deed and registration of the operating BVThe notaris, the holding as founderWithin one week; EUR 85.15 (2026)
- Fiscal unity requestUs; the inspectorStart at most three months before the request (art. 15 lid 9 Wet Vpb)
- Running the structureEach board, with usOne month per dividend declaration (art. 4 lid 11 Wet DB)
Not sure your parent company clears the Dutch dividend tests?
Send us where your parent is resident and who runs it. We test it against the exemption, the safe harbour and the 2026 lists.
Documents you will need
What the notary, the KVK and the tax design need, for both BVs.
- Identification of every founder, director and UBO, for the notary
- A written power of attorney for anyone not appearing at the deed (art. 2:176 BW)
- The foreign parent's register extract and articles of association
- An ownership chart down to the natural persons who are the UBOs
- Name, statutory seat in a Dutch municipality and objects of each BV
- Share capital, nominal value, and a cash or in-kind contribution
- The directors of each BV and their powers
- One financial year for every BV that will join a fiscal unity
- Your parent's state, its treaty, and its own board, staff, office, bank accounts and wage cost
- Any planned intra-group loans or acquisition debt
Copies of foreign documents are apostilled or translated as the notary requires.
Dutch requirements and state charges
The 2026 statutory lines a holding structure is set up against. An NV as parent means forming a Dutch public limited company.
Figures as at October 2026. The notary's fee is the KVK's published indication, not a tariff; our own fee is quoted on request.
| Item | The line in 2026 | Rule | Source |
|---|---|---|---|
| Minimum capital, BV | None by statute | Art. 2:178 BW | Burgerlijk Wetboek Book 2 |
| Minimum capital, NV (alternative parent) | EUR 45,000 | Art. 2:67 BW | Burgerlijk Wetboek Book 2 |
| KVK registration | EUR 85.15 per registration, one-off; two for a holding structure | Art. 5 Financiële regeling handelsregister 2019 | wetten.overheid.nl |
| Registration deadline | Within one week of each deed and of each registrable change | Art. 20 Hrw 2007 | Handelsregisterwet 2007 |
| Notary fee (not a state fee) | EUR 500 to EUR 1,500 per incorporation, depending on the notary | An indication published by the KVK, not a tariff | KVK |
| Participation exemption | From 5 percent of nominal paid-up capital | Art. 13 lid 2 sub a Wet Vpb | Wet Vpb 1969 |
| Fiscal unity | 95 percent of capital, votes, profit and assets; start at most three months before the request | Art. 15 lid 1 and lid 9 Wet Vpb | Wet Vpb 1969 |
| Dividend tax | 15 percent; declaration within one month of an exempt distribution | Art. 5 and art. 4 lid 11 Wet DB | Wet DB 1965 |
| Conditional withholding tax | 25.8 percent in 2026, on dividends since 1 January 2024 | Art. 4.1 Wet bronbelasting 2021; Stb. 2021, 543 | Wet bronbelasting 2021 |
| Annual accounts, each BV | Drawn up within 5 months, extendable by 5; filed within 8 days of adoption, at the latest 12 months after year end | Art. 2:210, 2:394 BW | Burgerlijk Wetboek Book 2 |
Substance: three tests, not one
In Dutch law "substance" is not one checklist. Three rules ask three different questions, and each asks them of a different entity.
The eight conditions of the safe harbour test the foreign parent in its own state, not the board of the Dutch BV. As at October 2026.
| Test | What it decides | Who must meet it | Source |
|---|---|---|---|
| Place of effective management | Treaty residence and access to a fiscal unity; the incorporation fiction keeps the BV a Dutch taxpayer, except for arts. 13 to 13d and 15 | The Dutch BV, through where its board actually decides | Art. 4 AWR; art. 2 lid 5 Wet Vpb |
| Safe harbour for the foreign recipient | Whether the anti-abuse test of art. 4 lid 3 sub c Wet DB is presumed met; the same list for the conduit limb of the conditional tax | The foreign parent, in its own state: half its board resident there, a competent board, qualified staff, local decisions, main bank accounts, books, wage cost of EUR 100,000 times the country factor, an office for at least 24 months | Art. 1bis Uitvoeringsbeschikking dividendbelasting 1965; art. 2 Uitvoeringsregeling bronbelasting 2021 |
| Economic nexus | Whether an international ruling is discussed at all | The group: operational activities in the Netherlands, and an applicant acting for its own account and risk with sufficient relevant staff at group level | Besluit vooroverleg rulings met een internationaal karakter |
We plan the file; you appoint your own board and hire your own staff. More on substance requirements in the Netherlands.
Problems we solve
Each one handled on the statute, before the deed where possible. No outcome is guaranteed.
- A parent in the BVI, Cayman or Jersey
The 2026 lists name 12 low-tax and 11 EU-listed jurisdictions (art. 2a Regeling laagbelastende staten). A dividend to an affiliate there meets the 25.8 percent conditional withholding tax (art. 4.1 Wet bronbelasting 2021). Tested before the first deed; more in the conditional withholding tax guide.
- A treaty-state parent with no staff
The exemption fails in an artificial arrangement (art. 4 lid 3 sub c Wet DB). The safe harbour asks the parent for half its board resident at home, staff, a 24-month office and wage cost of EUR 100,000 times the country factor.
- The exemption applied, the paperwork missed
Each exempt distribution needs a declaration to the inspector within one month (art. 4 lid 11 Wet DB). A reduced treaty rate needs a licence first. We set the calendar up on day one.
- A holding that finances its subsidiaries
Art. 10a Wet Vpb denies interest on affiliated acquisition debt unless business reasons predominate; art. 15b caps net interest at the higher of 24.5 percent of corrected profit and EUR 1,000,000; art. 8c sets equity at risk at the lower of 1 percent of the loans and EUR 2,000,000.
- A fiscal unity that never starts
Different financial years or a board deciding abroad block it (art. 15 lid 4 Wet Vpb; art. 4 AWR); a late request reaches back three months at most. We align both BVs from the first deed.
- A VAT number planned for a pure holding
A holding that only holds shares is not a VAT entrepreneur and cannot join a VAT group. A holding that steers the group may join on written request, under the decree in force from 1 July 2025.
Already own a Dutch BV that should sit under a holding?
Dividends have been inside the conditional withholding tax since 1 January 2024. We review the existing BV and the route above it.
Who works on your holding
Sanne Kuipers, Group structuring and tax lead, Amsterdam. Dutch, English, Spanish.
From our practice: the parent's state is checked against that year's lists before the first deed is drafted; both BVs get one financial year, so a fiscal unity stays open; the dividend calendar starts the day the operating BV is registered. The notary executes the deeds, the KVK registers, the Belastingdienst decides.
Related services and guides
Other vehicles, and the services and guides around a holding.
- Dutch Cooperative as a Holding VehicleThe cooperative as an alternative parent: membership counts as a participation with no percentage test.
- Finance and IP structuresStructures tested flow by flow, through .
- Substance planningThe board, staff, office and records a structure carries: .
Frequently Asked Questions
What are the disadvantages of a Dutch holding structure?
A holding structure means at least two BVs to incorporate and keep, which the official portal says makes it more expensive to set up. Each BV draws up and files its own annual accounts, and a failure to file is presumed improper management that reaches the directors and, through a corporate director, the people behind it.
Is there withholding tax when the Dutch holding pays dividends to our foreign parent company?
Dividend tax is 15 percent (art. 5 Wet DB), but none is withheld where the parent is a company resident in the EU, the EEA or a treaty state with a dividend article, holds a qualifying interest, is its beneficial owner and is not in an artificial arrangement. A parent in a listed state meets the conditional withholding tax instead.
What happens if our parent company sits in a low-tax jurisdiction such as the BVI or the Cayman Islands?
Both are on the 2026 low-tax list. Since 1 January 2024, dividends to an affiliated recipient there meet the conditional withholding tax, 25.8 percent in 2026 (art. 4.1 Wet bronbelasting 2021). Dividend tax withheld is credited, so the combined rate stays 25.8 percent. The return period is the calendar year, with payment by 31 January.
What does "substance" mean for a Dutch holding, and who has to have it?
Three separate tests apply. Where the Dutch BV's board actually decides governs its treaty residence (art. 4 AWR). An eight-condition safe harbour is met by the foreign parent in its own state, not by the Dutch board. A ruling is discussed only with an economic nexus in the Netherlands. You plan and staff it; we do not supply directors.
Does the holding need a director who lives in the Netherlands?
For tax, what matters is where the board actually decides: that governs treaty residence and access to a fiscal unity (art. 4 AWR; art. 15 lid 4 Wet Vpb). A Dutch BV stays a Dutch corporate taxpayer by the incorporation fiction (art. 2 lid 5 Wet Vpb). We do not supply a director; you appoint and staff your own board.
Can the holding borrow to buy companies and deduct the interest?
Within limits. Interest on affiliated debt connected with an acquisition is not deductible unless business reasons predominate (art. 10a Wet Vpb). Net interest above the higher of 24.5 percent of corrected profit and EUR 1,000,000 is not deductible in the year and carries forward indefinitely (art. 15b). Intra-group lending without real risk falls under art. 8c.
Can we get advance certainty from the Dutch tax authority?
Within limits. The Belastingdienst's IFZ team handles Advance Tax Rulings, including on the participation exemption. A ruling needs a Dutch economic nexus and is refused where saving tax is the sole or decisive motive, on direct transactions with listed states, or where a 5 percent party is under EU sanctions. It runs at most five financial years, in principle.
Does a holding company need a VAT number?
Not if it only holds shares: such a holding is not a VAT entrepreneur and cannot join a VAT group. A holding with a steering and policy-setting role in the group may be included in a VAT group on written request, by decision under art. 7 lid 4 Wet OB 1968, under the decree in force from 1 July 2025.
How much money is needed to start a holding company in the Netherlands?
A BV has no statutory minimum capital (art. 2:178 BW). The KVK charges EUR 85.15 per registration in 2026, and a holding structure needs two. The notary charges an own fee, which the KVK indicates at EUR 500 to EUR 1,500 per incorporation, an indication rather than a tariff. Our own fee is quoted on request.
Why do international groups put a holding company in the Netherlands?
Four reasons, each with conditions: the participation exemption from a 5 percent holding (art. 13 Wet Vpb); dividends on to a qualifying EU, EEA or treaty-state parent without dividend tax (art. 4 lid 2 Wet DB); a 95 percent fiscal unity; and 98 tax treaties as at 1 January 2025. Whether they fit your group is a conversation.
In what order are the holding and the operating company set up?
The holding BV is incorporated first before a civil-law notary, then the operating BV is incorporated on behalf of the holding, each by notarial deed. Each company is registered with the KVK, together with its ultimate beneficial owners, within one week of its deed (art. 20 Hrw 2007), at EUR 85.15 per registration in 2026.
What paperwork follows each dividend?
For an exempt dividend, the paying company files a declaration with the inspector within one month of the distribution (art. 4 lid 11 Wet DB). Where 15 percent is withheld, the return is due within one month. A reduced treaty rate may be applied only once a licence has been obtained from the Belastingdienst office in Arnhem.
What kind of company is a holding company, and what is the difference between a BV and an NV as a holding?
A holding is usually a BV that holds the shares of the operating company beneath it, keeping valuable assets apart from the operating risk. A BV has no statutory minimum capital, while an NV needs EUR 45,000 (art. 2:178 and 2:67 BW). Both an NV and a BV can head a fiscal unity (art. 15 lid 4 Wet Vpb).
How are dividends from the holding taxed for a shareholder who lives in the Netherlands?
A Dutch-resident substantial shareholder pays income tax on them in box 2. In 2026 the rate is 24.5 percent up to EUR 68,843, and EUR 16,866 plus 31 percent on the amount above it (art. 2.12 Wet IB 2001). This is personal income tax; the holding's corporate tax and the withholding taxes are separate.
Send us your group chart and your parent's state of residence
Send your group chart, your parent's state of residence and any planned intra-group loans. A holding plan comes back, tested against the 2026 rules.