Holding structure

Holding structure. Two BVs at once, one process.

An operating BV plus a personal holding company above it, in one notarial act. The right structure for founders with serious growth or exit plans.

You're building something that will be sold or reinvested in a few years. Maybe you're in software, in a platform business, in a serious services business with intellectual property. Maybe you already have a first customer base and can see this won't stay at hobby level. In all of these cases the holding structure becomes too important for tax to skip.

A personal holding company is a separate BV in which you privately hold 100% of the shares. That holding then holds the shares of the operating BV (where the business runs). When the operating BV is sold, the gain goes tax-free to the holding (participation exemption). Only when you take money out of the holding into your private hands do you pay box 2 tax (29.5% in 2026). In the meantime the holding can reinvest, build up a pension or buy property.

Pro + Holding handles both incorporations in one notarial process for €1,899: €300 more than Pro alone, many thousands of euros cheaper than adding a holding later via a share-for-share exchange. For founders with an exit within 5 years or substantial profit accumulation, this is almost always the right choice.

Who it's for

Who this route is for.

  • Founders who foresee an exit within 5 years (sale of the operating BV or acquisition)
  • Founders who will structurally accumulate profit and don't want to distribute it straight to themselves
  • Entrepreneurs with wealth plans (building a pension, property investment, investing in other companies)
  • Founders who want to separate operating BV risks from their personal assets
  • Founders with several business activities that each merit their own operating BV, under one holding
What you get

What's included.

  • Incorporation of the operating BV and personal holding company in one notarial process
  • Articles of association for both BVs, both ready for growth and share transactions
  • The holding becomes a shareholder of the operating BV straight away (no later share-for-share exchange needed)
  • Tax infrastructure for the participation exemption in place from day 1
  • Both BVs get their own KvK number and their own shareholder register
  • One invoice, one process, one point of contact at Digital Notary
The process

Step by step, what happens.

Every incorporation follows the same structure; only the order of the waiting differs per situation.

  1. Day 1

    Two BVs, one onboarding

    You enter the details for both BVs: names, objects clauses, registered addresses. The holding typically gets a neutral name (Surname Holding B.V.), the operating BV the trading name. Both can still be changed until the deed is executed.

  2. Day 1 or 2

    Wwft identification

    Sumsub verifies your identity (passport, liveness, sanctions screening). Because it involves two BV incorporations, the check is somewhat more extensive, but in practice you hardly notice: one identification round covers both BVs.

  3. Day 2 or 3

    Articles of association for both

    The holding's articles of association are set up for participations in other BVs and possibly property or investments. The operating BV's articles are ready for co-founders, options and investors. Both with pre-emption rights, drag-along and tag-along.

  4. Day 3 to 4

    Power of attorney and eIDAS signing

    You sign two notarial powers of attorney digitally: one for the holding incorporation, one for the operating BV. The power of attorney authorises the notary to execute both deeds on your behalf.

  5. Day 4 to 6

    Both deeds are executed

    The notary partner first executes the holding incorporation, then the operating BV incorporation, with the holding registered straight away as 100% shareholder. No intermediate step, no later share-for-share exchange.

  6. Day 5 to 7

    Both BVs at the KvK

    Both BVs are registered with the Chamber of Commerce and get their own KvK number. The Nxchange register shows your position: you 100% of the holding, holding 100% of the operating BV.

What often goes wrong

Common mistakes in this situation.

No marketing. This is what we see founders run into every month.

  • 01

    No DGA salary in the operating BV

    As a DGA you're required to take a customary salary from the BV you work in. In 2026 that's at least €56,000 or the market rate (whichever is higher). This DGA salary sits in the operating BV (where you work), not in the holding. Many founders think they can route the salary through the holding; that isn't automatically allowed.

  • 02

    A holding without substance

    A holding company must be more than an empty letterbox. For the participation exemption and tax residence, the holding needs 'substance': its own bank account, its own administration, a director with decision-making authority. The Dutch Tax Administration checks whether the holding is genuinely managed or merely a paper construction.

  • 03

    Distributing to yourself too early

    The tax benefit of the holding comes from deferring distributions to yourself. Founders who take dividends from the holding straight away still pay 29.5% box 2 tax. Better: let the profit be reinvested or built up in the holding until distributing really makes sense (pension, a large purchase, a tax-favourable moment).

  • 04

    Mixing holding assets with personal assets

    A holding company is a separate legal entity. A private loan from the holding to yourself must be at arm's length (interest, repayment, loan agreement). Otherwise the Dutch Tax Administration reclassifies the loan as a disguised dividend, with box 2 tax as a result. Keep the books strictly separate.

  • 05

    Operating BV and holding at different notaries

    Some founders first set up the operating BV at a local notary and "add the holding later". That requires a share-for-share exchange: a complex act with tax consequences (€800 to €1,500), administrative hassle and possibly a restart of the Wwft identification. Doing it in one process is always cheaper and faster.

  • 06

    Forgetting that the holding also has annual accounts

    Both BVs have separate administrative obligations: their own annual accounts filed with the KvK, their own corporate income tax return, their own bookkeeping. Two BVs = double accountancy fees (typically €800 to €2,500 a year for both). Factor this into your decision, although in most cases the tax benefit comfortably outweighs it.

The costs

What it costs, honestly broken down.

Included and not included, side by side. We keep nothing out of view.

  • Pro + Holding incorporation (one-off)
    €1,899Two BV incorporations in one process, both sets of articles of association, eIDAS, double KvK registration
  • Monthly
    €24.99Digital register for both BVs, cap table management, audit trail
  • Later share issue in the operating BV
    €199For example for a co-founder, investor or option grant
  • Adding a holding later instead of now
    from €750Via a share-for-share exchange, plus possibly tax advice (€500 to €1,500) and administrative transfer
  • Annual accounts per BV (external)
    €500 to €1,250Not included. Two BVs = two sets of annual accounts filed with the KvK
  • Corporate income tax return per BV (external)
    €300 to €500Not included. Discuss with your accountant whether a combination via a fiscal unity is possible
Honest comparison

What if you did it differently?

Sometimes Digital Notary isn't the best route. Below are the alternatives we come across most often.

  • Alt 01

    Operating BV only, add the holding later

    Works for tax, but more expensive than setting up both straight away. A later share-for-share exchange costs €750 to €1,500 plus tax advice, and you lose several months to a year of tax optimisation. For founders with uncertain growth: defensively logical. For founders who know growth is coming: almost always a costly sub-optimisation.

  • Alt 02

    No holding, operating BV only

    Works fine for founders with no exit prospect and no substantial profit accumulation. You pay 29.5% box 2 tax on every dividend from the operating BV to yourself. On an exit (sale of the operating BV) you pay 29.5% box 2 tax on the entire exit proceeds immediately, with no option to defer or reinvest.

  • Alt 03

    Fiscal unity between holding and operating BV

    If the holding owns 95%+ of the operating BV, they can form a fiscal unity for corporate income tax. Advantage: one joint return, losses can be offset between the two. Disadvantage: joint and several liability, and the fiscal unity has to be dissolved again on an exit. We facilitate the incorporation; you make the choice for a fiscal unity with your accountant.

Our recommendation

The package that fits.

No subscription to everything. Only what belongs to your situation.

  • Package

    Pro + Holding

    €1,899 one-off + €24.99/month

    Includes both incorporations, both sets of articles of association, and the register. €300 more than Pro for the holding extension, much cheaper than a later share-for-share exchange.

    View package
FAQ

Questions that often come up here.

Answers in plain language, not legal jargon.

  • 01Can I still change my holding's name later?

    Yes. Until the deed is executed you can change both names via your dashboard. After that, a name change is a separate notarial act (€499) plus an amendment to the articles of association. That's why we recommend choosing a neutral, timeless name for the holding (Surname Holding B.V. or another generic name) and the trading name for the operating BV.

  • 02Do I have to file two sets of annual accounts?

    Yes. Both BVs have their own administrative obligations: annual accounts filed with the KvK, a corporate income tax return, their own bookkeeping. With a typical accountant this costs €800 to €2,500 extra a year for the second BV. In most cases the tax benefit on growth or exit comfortably outweighs this. Discuss with your accountant whether a fiscal unity can simplify the administration.

  • 03Can I switch to a holding structure later?

    Yes, via a share-for-share exchange. That's a separate notarial act we also facilitate, but it's more expensive and more complex than incorporating the holding at the same time (€750+ versus €300 extra at incorporation). In addition, during the exchange you must meet specific conditions (requirements of Article 3.55 of the Dutch Income Tax Act) to avoid owing tax immediately. When in doubt: incorporating straight away is almost always more advantageous.

  • 04What exactly is the participation exemption?

    A tax rule (Article 13 of the Dutch Corporate Income Tax Act) under which benefits a Dutch BV derives from a 'participation' (a stake of 5% or more in another BV) are exempt from corporate income tax. In practice: if your holding owns 100% of the operating BV and you sell the operating BV at a gain, that gain lands in the holding tax-free. No 25.8% corporate income tax.

  • 05What is a DGA salary and which BV does it belong to?

    A DGA (director-major shareholder) is required to take a customary salary from the BV in which they work. In 2026: at least €56,000 or the market rate (whichever is higher). The salary belongs to the operating BV (where you actually work), not the holding. From the operating BV the salary goes to you privately, with payroll tax. From the holding you can later pay dividends (box 2), but no DGA salary unless you physically work there.

  • 06Can I invest in other companies from my holding?

    Yes. A holding company may invest in other BVs, securities, property or loans. For the participation exemption on the gain from selling an investment, the holding must own at least 5% of that other BV and the investment must be 'active' (not a passive investment function). Different tax rules apply to a purely investment function (share portfolio). Discuss complex structures with a tax specialist.

  • 07What if I later want to set up a second operating BV under the same holding?

    No problem. You incorporate a new operating BV (€1,599 with Pro) and issue the shares directly to the existing holding. Many founders build a mini-conglomerate this way: one holding, several operating BVs for different activities. Each operating BV has its own risk profile; the holding benefits from the participation exemption on all of them.

  • 08Can I buy property through my holding?

    Yes, and it's a commonly used strategy. Property in the holding has the advantage that you can manage the financing, the return and any gain on sale within the BV structure. Do note: for box 2 vs box 3 effects and possible tax consequences of renting to yourself, tax advice is essential. See also our use case for property BVs for the details.

  • 09What happens to my holding if the operating BV goes bankrupt?

    The holding itself does not go bankrupt (unless it has personally guaranteed the operating BV's debts). The shares in the operating BV become worthless (a book loss in the holding), but the holding's other assets remain intact. This is exactly why the holding structure covers risk: business risk sits in the operating BV, wealth sits in the holding.

  • 10What about building up a pension in a holding?

    The holding can act as pension provider for you as DGA. In the past you could build up the pension provision tax-deductibly in the holding (pension in own management). The rules changed in 2017: previously accrued rights have been settled or converted, and new pension accrual runs externally (insurer) or via bank savings. A holding can still facilitate other forms of wealth building.

Ready to start this process?

Twenty minutes to fill in your details.

We and our notary partners take it from there. No office visit, but a genuine notarial deed at the end of the road.