Difference between a holding company and a BV
If you search for the difference between a holding company and a BV, you run into a question that is not quite right. You are not, in fact, comparing two legal forms. So what is a holding company, how does it differ from the BV you may be working in now, and when is that second company worth it? In this article you will find the real distinction, the trade-off and the figures that apply in 2026.
Is a holding company a BV?
Yes, a holding company is a BV. The same legal form, the same notarial deed, the same registration with KVK, the same obligation to file annual accounts and the same limited liability. There is no separate legal form called "holding" that you can choose at the notary.
A BV is a legal entity with capital divided into shares, in which you as a shareholder are in principle not liable with your private assets for the company's debts. You can read more about that legal form and what you arrange with it on the page about a business account for a BV.
A holding company is exactly that kind of BV, but with a different job: it does not run a business, it holds shares and assets. So the difference lies in the function and the position, not in the legal form.
Holding company, management BV or parent company: the same thing in different words
You come across different names for the same company, and that makes it needlessly confusing. Management BV, personal holding company, financial holding company and parent company all refer to the BV that sits at the top and holds the shares of another BV.
There is no legal difference between a holding company and a management BV. The name you choose says at most something about what the company does in practice: a management BV often also manages premises or pension money, while "holding company" puts more emphasis on holding shares.
The real difference: one BV or a holding structure
The comparison you are looking for is not holding company versus BV, but one BV versus a holding structure of two BVs. If you say "I have a BV", you have one company that holds everything: your turnover, your risk, your accumulated profit and your assets. If you say "I have a holding company", you have at least two.
In that structure the holding company sits at the top and holds the subsidiary's shares. That subsidiary is called the operating company and that is where the work happens: that is where your clients, your contracts, your staff and therefore your risk sit.
The holding company itself carries out no operational activities. Its turnover often consists only of the management fee the operating company pays for your work, and sometimes of rent or licence fees if the premises or the brand sit in the holding company.
That also makes the distinction immediately practical. Everything of value that needs protecting you put in the holding company: profit reserves, business premises, intellectual property, your retirement provision.
Everything that carries risk you leave in the operating company. With one BV that distinction is impossible, because there everything sits in one pile.
Why do entrepreneurs put a holding company above their BV?
Four mechanisms explain why most advisers propose a second company as soon as you incorporate a BV. They only work if there really is something to protect or to sell:
Participation exemption: if your holding company holds 5% or more of the shares in the operating company, all benefits from that participation stay outside the holding company's profit. So profit the operating company distributes after corporate income tax is not taxed again in the holding company.
Tax-free business sale: if you later sell the operating company's shares from your holding company, that sale profit falls under that same exemption and lands in the holding company tax-free. If you sell from your private assets, an assessment in box 2 follows immediately. This is where the well-known Dutch saying "one BV is no BV" comes from.
Spreading risk: if the operating company goes bankrupt, whatever sits in the holding company stays outside the estate. With one BV you lose everything that BV owns, including the reserves you built up over years.
Individual choices with multiple shareholders: if you and your business partner each hold the operating company's shares through your own holding company, the profit can be distributed to both holding companies and each of you decides for yourself whether to take that money out privately or leave it in your own company. Without holding companies you always have to make the same choice.
Watch out for one misunderstanding that recurs on several sites: there is no requirement that you have to hold the shares for a number of years first. The main rule for the participation exemption is an interest of at least 5%.
There is an anti-abuse test, however, under which the subsidiary has to be subject to a real profit tax and the participation may not be held as an investment.
What do you pay with and without a holding company in 2026?
The structure changes nothing about the rates themselves. Both your single BV and your operating company simply pay corporate income tax, and as soon as you take money out privately you end up in box 2. These are the amounts you calculate with in 2026.
Item | 2026 |
Corporate income tax up to € 200,000 profit | 19% |
Corporate income tax above € 200,000 | 25.8% |
Box 2 up to € 68,843 | 24.5% |
Box 2 above that | 31% |
Customary salary director-shareholder | at least € 58,000 |
Excessive borrowing threshold at your own BV | € 500,000 |
Of € 100,000 profit in your BV, roughly € 19,000 goes to corporate income tax. If you distribute the rest as dividend, some € 20,635 in box 2 tax comes on top of that and you are left with about € 60,365 net privately. If you have a tax partner, the low box 2 rate applies jointly up to € 137,686.
That worked example shows exactly where the advantage of a holding company does and does not lie. At the moment you take money out privately, you pay the same with or without a holding company. The difference is in what you do not distribute: profit that stays in the holding company remains available there tax-free to invest, to set aside or to sell with later.
What are the drawbacks of a holding structure?
A second company is a second set of records, and that costs money and attention. These are the points that sit against the advantages:
Double incorporation: you incorporate two BVs instead of one, with the associated notary and registration costs.
Everything twice: two sets of annual accounts, two corporate income tax returns and usually a higher bill from your accountant.
Management agreement with VAT: between the holding company and the operating company you set the management fee down in an agreement, and VAT is due on that fee unless there is a fiscal unity for VAT purposes.
Two kinds of fiscal unity: a fiscal unity for corporate income tax requires an interest of 95%, while the participation exemption already works from 5%. Different conditions again apply for VAT. Those three are often mixed up.
Shared first bracket: if you form a fiscal unity for corporate income tax, the € 200,000 bracket at 19% applies to the unity as a whole and not per BV. So if both companies make a profit, a fiscal unity can cost you money.
When is a holding company worth it?
The trade-off comes down to whether there is anything to protect or to sell. If you are building up reserves, if there are premises or a brand in your business, if you work with a business partner or if you ever think about selling, the second BV pays for itself many times over.
The sale argument weighs heaviest, because you can no longer make that choice after the fact without tax consequences.
If you run a small business with no reserves worth mentioning, take virtually everything out privately each year and selling or partnering is not on the table, you are mainly paying for extra structure you do not use.
In that case one BV is fine, with the caveat that a holding company can still be placed above it later. Which set-up is right in your situation is ultimately a conversation with your accountant or notary, because it depends on your profit, your plans and your personal circumstances.
Two companies means two accounts
As soon as you work with a holding company, you have two companies that each keep their own records and therefore each need their own account.
The management fee runs monthly from the operating company to the holding company, dividend goes the same way and inter-company settlements have to be traceable exactly. If those run together, you will inevitably get questions at your tax return and at an audit.
With GoDutch you quickly open several accounts alongside each other, create extra virtual IBANs for separate money flows and switch between your entities without logging in again each time.
Your bookkeeper gets access to both, so they can check the inter-company entries directly rather than reconstructing them afterwards.
Arrange the accounts for your holding company and operating BV
Is your structure already in place or on its way? See what you can arrange with a business account for your holding company, applied for in 3 minutes and with your IBAN and card within 1 day. You add your second account as soon as the second company exists.
FAQ
Frequently asked questions about the difference between a holding company and a BV
Can you set up a holding company above an existing BV?
You can set up a holding company above an existing BV, even one that has been in place for years. You then incorporate a new BV that takes over the shares of your existing BV, after which the old BV becomes the operating company. That goes through the notary and tax conditions come into play, so agree it with your adviser in advance.
How many shares does your holding company need for the participation exemption?
For the participation exemption your holding company has to hold at least 5% of the shares in the subsidiary's nominal paid-up capital. In practice that is not an issue with an ordinary holding structure, because there the holding company usually owns 100% of the shares.
What is the difference between a fiscal unity and the participation exemption?
The difference lies in what they do and when they apply. From an interest of 5%, the participation exemption prevents profit from the subsidiary being taxed again in the holding company. A fiscal unity requires an interest of 95% and means the companies are treated as one taxpayer for tax purposes, which lets you offset profits and losses and file one return.
Can you lend money between your holding company and your operating BV?
Lending between your holding company and your operating BV is allowed, provided you set it down on commercial terms with an agreement and an arm's-length interest rate. Such inter-company claims run through the current account. If, as a director-shareholder, you borrow more than € 500,000 from your own company, the excess is taxed in box 2. How that works is set out in the article on the director-shareholder current account.
How many operating companies can you place under one holding company?
There is no maximum to the number of operating companies under one holding company. Entrepreneurs with several activities often place those in separate BVs, so that a problem with one activity does not affect the other. Every extra BV does mean its own annual accounts, tax return and records again.
