You set up a holding company at the notary, who draws up a deed of incorporation for each BV and registers each BV separately with KVK. A holding company is not a separate legal form but simply a private limited company (BV) that holds shares in another BV. Below you can read what the structure looks like, what setting it up and maintaining it annually cost, and when it delivers something for you.
What does a holding structure look like?
A holding structure consists of at least two BVs stacked above each other. You personally hold the shares in the top BV, and that BV in turn holds the shares in the one below:
The holding company: the parent company without operational activities, which holds the assets, the accumulated profit and often the business premises.
The operating company: the subsidiary in which you do business, with the contracts, the staff and therefore the business risk.
In the Commercial Register both are simply listed as "besloten vennootschap" (private limited company). The word holding describes the role the BV plays, not a legal status.
Both BVs get their own KVK number, their own records and their own account for your holding company and operating company, because money flows that run together undermine exactly the separation you set the structure up for.
Several operating companies under one holding company is also possible. Entrepreneurs active in different markets place a separate BV per activity under the same holding company, so that a problem in one business does not affect the other.
Why do you set up a holding company?
Entrepreneurs set up a holding company for four reasons, three of which are tax-related and one is not:
Spreading risk: the assets sit in the holding company and the risk in the operating company, so a bankruptcy of the operating BV does not touch your reserves or your premises.
Passing profit up tax-free: thanks to the participation exemption the holding company pays no corporate income tax on dividend from the operating company.
Selling tax-free: if the holding company later sells the shares in the operating company, that sale profit also falls under the participation exemption.
Choosing your own moment: the profit stays in the holding company, so you decide when you take dividend out privately and at which box 2 rate.
The participation exemption is the engine behind the first three. The condition is set out in article 13 of the Corporate Income Tax Act: the holding company holds at least 5% of the nominal paid-up share capital in the operating company. KVK adds that in that case the distributing BV also does not have to withhold 15% dividend tax.
That exemption does cut both ways. Losses on a participation are not deductible, and neither are the costs of buying or selling a participation.
When does a holding company make sense?
A holding company makes sense as soon as you build up assets you do not need immediately, or as soon as a sale of your business becomes realistic. In those two situations the structure pays for itself.
If you work with fellow shareholders, a third reason is added: everyone having their own personal holding company means everyone keeps their own dividend timing. With a modest profit the sums work out the other way.
Two BVs mean double administration and advisory costs, and as an entrepreneur for income tax purposes you give up the self-employed person's allowance and the SME profit exemption as soon as you switch. The tipping point is moving down, though.
The self-employed person's allowance fell from € 2,470 in 2025 to € 1,200 in 2026 and, according to KVK, goes to € 900 in 2027, which makes the tax advantage of the sole trader business smaller every year.
Exactly where your tipping point lies depends on your customary salary, your private spending and whether you distribute or retain, so have that calculated before you go to the notary.
How do you set up a holding company?
To set up a holding company you go through five steps. The notary handles the middle three:
Determine the structure: whether you set up the holding company and operating company at the same time, or the holding company goes above a BV that already exists.
Have the deed drawn up: the notary produces a deed of incorporation with articles of association for each BV, setting out the share distribution, the directors and their powers.
Execute the deed: at the office or digitally, after which each BV legally exists.
Register with KVK: each BV goes into the Commercial Register separately, together with the filing in the UBO register.
Arrange the set-up: the shareholders' register, a management agreement between the holding company and the operating company, your customary salary and the arrangements around the current account.
You barely need any start-up capital. Since the introduction of the flex-BV, one cent of share capital per BV is sufficient, so the notary fees are the real hurdle.
You can also set up a holding company entirely digitally. Since 1 January 2024 the Digital Incorporation of Private Limited Companies Act has made it possible to incorporate a BV with an electronic notarial deed, where you identify yourself and sign remotely in the execution platform of the notarial professional body.
For that you need a European login means with assurance level "high" and a qualified electronic signature.
How do you register a holding company with KVK?
You do not register your holding company with KVK yourself: the notary handles the registration in the Commercial Register, usually together with the UBO filing. For each registration you pay a registration fee of € 85.15, so for a structure of two BVs that comes to € 170.30.
After registration each BV gets its own KVK number and KVK passes the details on to the Dutch Tax and Customs Administration. Changes after that, such as a new director or a different address, you report yourself.
Can you set up a BV and a holding company at the same time?
Yes, setting up a BV and a holding company at the same time is the usual route and normally also the cheapest. The notary then executes both deeds in one process, with the holding company registered directly as sole shareholder of the operating company.
The order is not a matter of indifference. If you first set up only an operating BV and place the holding company above it later, a share transfer or a share exchange is needed. That is a separate notarial act with its own costs and tax conditions, and it costs more than setting the two BVs up together straight away.
Both BVs have their own money flow from day one. The operating company receives the turnover and pays the management fee to the holding company, so alongside the account for the holding company there is also a business account for your BV into which the operational traffic comes.
What does setting up a holding company cost?
Setting up a holding company costs around € 700 at online notary platforms for a complete structure of holding company and operating company, and from about € 300 for a single stand-alone BV. Traditional notary firms charge more: in 2024 Notaris1 quoted a range of € 1,500 to € 3,000 for a holding structure.
On top of that comes the KVK registration fee of € 85.15 twice, plus any costs for the set-up. A management agreement and a shareholders' agreement are rarely part of the basic package.
The lead time is two to three weeks. Online providers quote an average of fifteen working days for a holding structure, counted from the moment all documents are complete with the notary.
What does a holding company cost per year?
A holding company mainly costs you in double administration each year, and that is the item missing from most price comparisons. Two BVs produce four recurring obligations:
Two sets of records: the payments between the holding company and the operating company have to be recorded and substantiated separately.
Two corporate income tax returns: unless the BVs together form a fiscal unity.
Two sets of annual accounts: a BV always has to file its annual accounts with KVK, regardless of size.
A payroll administration: you are an employee of your own holding company and that calls for payroll returns and payroll taxes.
Compare that with a sole trader business, which never has to file its annual accounts and runs one set of records. With a bookkeeper the difference in annual costs quickly runs to a few thousand euros, and your tax advantage has to make that up first.
A fiscal unity can ease the filing burden, but has two consequences you want to know about in advance: the BVs become jointly and severally liable for each other's tax debt, and the first corporate income tax bracket counts only once instead of twice.
How much tax do you pay with a holding company?
With a holding company you pay tax at three points in the chain. The figures below come from KVK and apply to 2026:
Corporate income tax in the operating company: 19% on profit up to € 200,000 and 25.8% on everything above that.
Nothing on the flow up to the holding company: the participation exemption exempts the dividend from corporate income tax and from the 15% dividend tax.
Box 2 on distribution to private assets: 24.5% up to € 68,843 and 31% above that, with tax partners together staying in the low bracket up to € 137,686 if they split the income equally.
Before dividend comes into play, your holding company first pays you a salary. In 2026 the customary salary for a director and majority shareholder is at least € 58,000, against € 56,000 in 2025. If the salary for a comparable role or that of your highest-earning employee is higher, that higher amount applies.
Borrowing money from your own BV has a limit. If you borrow more than € 500,000 for personal use, the Dutch Tax and Customs Administration taxes the excess in box 2, even without you distributing any dividend. The reference date is your debt position on 31 December, and the rules around the director-shareholder current account determine how that debt is established.
How do you arrange your holding company's finances?
You arrange your holding company's finances with a separate account per BV, linked to one environment you can switch within. At GoDutch you open an account for every legal entity, applied for in 3 minutes and with your IBAN and card within 1 day.
Switching between the holding company and the operating company works without logging in again, which helps when processing the management fee and the dividend flow. Your bookkeeper gets direct access to both sets of records, with a connection to Exact, Moneybird or Twinfield.
From the operating company you hand out cards to your team, with limits per person, while the assets in the holding company stay outside that day-to-day traffic. If something gets stuck, the support team is available 24/7 with real people.
Set your holding structure up properly from the start with GoDutch
The separation between holding company and operating company is worth exactly as much as the records underneath it. So arrange a separate account per BV at GoDutch from day one, free to start and active within 1 day, so your money flows add up before your first annual accounts come round.
FAQ
Frequently asked questions about setting up a holding company
Is a holding company a separate legal form?
No, a holding company is not a separate legal form. It is an ordinary private limited company that holds shares in one or more other companies and carries out no operational activities itself. In the Commercial Register a holding company is therefore registered as a besloten vennootschap.
How many BVs do you need for a holding structure?
For a holding structure you need at least two BVs: the holding company and the operating company. More operating companies under the same holding company is possible, for instance per activity or per market. Every extra BV does bring its own registration, records and annual accounts.
Can you set up a holding company online?
Yes, you can set up a holding company online, because a holding company is a BV and since 1 January 2024 the Digital Incorporation of Private Limited Companies Act permits an electronic notarial deed. You identify yourself remotely and sign digitally. That route does not exist for a foundation, where a paper deed is still mandatory.
Can you convert your sole trader business into a holding structure?
You can convert your sole trader business into a holding structure through a taxable or a tax-neutral contribution. With the taxable variant you settle up on market value and the conversion can be backdated by a maximum of three months; with the tax-neutral variant you continue at book value with retroactive effect of nine months. The deadlines are hard, so plan the letter of intent in good time.
What is the minimum director-shareholder salary in 2026?
The minimum director-shareholder salary in 2026 is € 58,000, against € 56,000 in 2025. That is the lowest of three benchmarks: if an employee in the most comparable role earns more, or if your highest-earning employee earns more, that higher amount applies as your customary salary.
Does every BV in a holding structure need its own account?
Every BV in a holding structure needs its own account, because each BV is an independent legal entity with its own records and annual accounts. If the money flows run together, the distinction between holding company and operating company becomes hard to substantiate to the Dutch Tax and Customs Administration.
