Setting Up a Holding Company in the Netherlands

A holding BV is a company that does not conduct operations itself. Instead, it holds shares in one or more operating companies (werk-BVs or OpCos). The holding BV typically owns 100% of the shares in the operating company.

This structure is standard practice in the Netherlands. Approximately 60% of new BVs are incorporated as part of a holding structure.

The structure looks like this:

You (personal) → Holding BV → Operating BV (Werk-BV)

The operating BV runs your business. Profits flow up to the holding as dividends. You can then choose when and how to distribute those profits to yourself personally.

The advantages of a holding BV are significant:

When is a holding NOT necessary?

If you are starting a small side project with limited revenue and no plans for growth, a single BV is simpler and cheaper. You can always add a holding later, though this involves additional costs.

With MijnBV, incorporating a holding structure is just as simple as a single BV:

Step 1 — Choose the Holding + Werk-BV package (€849)

This creates two BVs in one process: your holding BV and your operating BV.

Step 2 — Complete the intake

Provide details for both companies: names, activities, share distribution, and director appointments.

Step 3 — Notarial deed

The notary prepares two deeds of incorporation. Both are handled digitally.

Step 4 — KVK registration

Both BVs are registered with the Chamber of Commerce. You receive two KVK numbers.

**Timeline:** 5–10 business days, same as a single BV.

**Important:** if you already have a single BV and want to add a holding later, this requires a share transfer (aandelenoverdracht) which involves additional notary fees (typically €500–1,000) and potentially transfer tax implications.

The holding structure offers clear tax advantages:

Dividend flow (participation exemption)

When your operating BV pays dividends to your holding BV, these are completely exempt from corporate income tax. No tax is due on this transfer.

Personal distributions

When you take money from the holding to yourself personally, 15% dividend tax applies (box 2). The effective combined tax rate on dividends in box 2 is approximately 26.9% (2026 rates).

Tax planning example

Operating BV earns €200,000 profit:

- Corporate tax: €38,000 (19%)

- Remaining: €162,000 → dividend to holding (tax-free)

- Keep in holding for investment: €0 additional tax

- Or distribute to personal: €162,000 × 26.9% = ~€43,600 in box 2 tax

By keeping profits in the holding, you defer personal taxation and can reinvest or build reserves tax-efficiently.

VAT

The holding BV is typically VAT-exempt unless it provides management services to the operating BV (which is common). In that case, a management fee is charged, and standard VAT rules apply.