Your bv (Dutch private limited company) is doing well, there is profit left over and perhaps you own a building or machines, or have built up a pension pot. Sooner or later the question comes up whether a holding bv is right for you. The idea sounds simple: you put a second bv above your business that holds the valuable assets, while the day-to-day work happens in the bv below it. In practice there is more to it, from tax rules to extra costs.
Below you can read what a holding is and how the holding and the operating company divide the tasks. After that: the holding structure, the advantages and disadvantages, tax in 2026, setting it up and the costs, when a holding makes sense and the business accounts for both bvs.
Key points:
- What is a holding? According to Ondernemersplein, the government’s portal for entrepreneurs, the highest company in a group of businesses, usually a bv. The work happens in the operating company (werkmaatschappij), whose shares the holding owns.
- If the operating company goes bankrupt, the assets in the holding stay outside the bankruptcy.
- Thanks to the participation exemption (deelnemingsvrijstelling), profit on which the operating company has already paid corporate income tax moves to the holding without new tax, if the holding owns at least 5% of the shares.
- A holding structure means at least two bvs, so higher set-up costs, double costs every year and more administration.
What is a holding bv?
According to the KVK (Dutch Chamber of Commerce), a holding bv is a private limited company in the role of parent company, with one or more subsidiaries. Often no work is done in the holding itself; that happens in the subsidiary bv, the operating company. The purpose of the holding is to hold assets: shares in other bvs, but also, for example, a business building or profit. Ondernemersplein also calls the holding a houdstervennootschap or houdstermaatschappij.
If you are the only shareholder of the holding, it is called a personal holding. If you work in a bv and hold more than five percent of the shares, you are a director-major shareholder (dga), the KVK writes. This also applies to shares you hold through your holding, and you do not have to be a director for it.
Holding and operating company: who does what?
A holding and an operating company divide the tasks. The KVK and Ondernemersplein describe the roles like this:
| Holding bv | Operating company | |
|---|---|---|
| Owner | You as shareholder, or several shareholders | The holding |
| What happens | Holding assets, such as shares, a business building, profit or pension | The day-to-day work: making products, giving advice, carrying out assignments, staff |
| Risk | Keeps the assets outside the operating company’s risk | This is where the business risk sits |
| Other names | Houdstervennootschap, houdstermaatschappij, parent company | Werk bv, subsidiary (dochtermaatschappij) |
A holding can have one or more operating companies. This lets you place different activities in separate bvs, while the holding sits above all of them.
What a holding structure looks like
The holding bv and its subsidiaries together form a group. This set-up is called a holding structure. The KVK gives a simple example: person A is the shareholder of the holding, and the holding is the shareholder of the operating company. A holding structure therefore consists of at least two bvs that are connected to each other.
Sometimes there is another bv between the holding and the operating company: the intermediate holding (tussenholding). The KVK calls this useful, for example, if you work together with other entrepreneurs. The personal holdings of all the entrepreneurs then jointly own the intermediate holding. It can own the business premises, while the business activities take place in the operating company. That way the assets stand apart from the activities and the risks are spread.
If you run a bv with one business partner, you can each hold the shares through your own holding. The profit then goes to each holding, and each of you decides whether that profit goes to your private account or stays in the holding.
Advantages of a holding
The advantages of a holding have to do with risk, capital and tax. At a glance:
The example of a sale makes it concrete. You keep the business building in the holding and sell all the shares of the operating company. Afterwards you can rent the building from the holding to the buyer. If you have only one bv, selling the shares means selling everything that is in the bv at that moment, including the building.
The participation exemption
According to the Belastingdienst (Dutch Tax Administration), the participation exemption prevents profit that has already been taxed in a subsidiary from being taxed again in the parent company. This concerns, for example, dividend received and profit on the sale of a participation. Those profits are not taxed, but losses are not deductible either, just like the purchase and sale costs of a participation. To use the exemption, according to the KVK the holding must own at least 5% of the shares in the operating company. According to the Belastingdienst, the exemption does not apply to a so-called non-qualifying portfolio participation (niet-kwalificerende beleggingsdeelneming).
Customary salary only once with a management fee
If you are the dga of two bvs without a holding, the KVK says both bvs must pay your salary. With a holding structure you can make sure the customary salary rule (gebruikelijkloonregeling) applies only to the holding. According to the Belastingdienst, the customary salary in 2026 is as a rule at least €58,000; if others doing the most comparable work earn less and you can show this, the Belastingdienst sets the salary at that lower amount.
The KVK describes how this works. You are employed by your holding, and the holding hires you out as a manager to the operating company. For this, the operating company pays a management fee to the holding, and the holding pays your salary out of that fee. You record the arrangements in a management agreement. You set the amount of the fee yourself, but it must cover the costs of the holding, including your salary.
Disadvantages of a holding
The disadvantages of a holding are mostly practical. In brief:
A holding does not always protect you against liability either. If you do not follow the rules or take unnecessarily large risks in running the companies, the KVK says a court can decide there was improper management (onbehoorlijk bestuur). You are then personally liable, and this can apply to every bv, including the holding.
In summary: a holding spreads risks and offers tax options, but costs more money and time. It does not protect you against personal liability for improper management.
Tax for a holding bv
Tax for a holding bv follows the path the money takes. First the operating company pays corporate income tax on its profit. If the profit then goes to the holding, the participation exemption means the holding does not pay tax on it again. Only when you take money out of the holding into your private account do dividend tax and income tax in box 2 follow. The 2026 amounts according to the Belastingdienst:
| Step | Tax in 2026 |
|---|---|
| Profit in the operating company | Corporate income tax: 19.0% up to and including €200,000, 25.8% above that |
| Profit to the holding | No new tax thanks to the participation exemption, if the conditions are met |
| Payout to your private account | The bv usually withholds 15% dividend tax |
| Income in box 2 | 24.5% up to €68,843, 31% above that |
You offset the dividend tax withheld against the tax you pay in box 2. Good to know: according to the KVK, a bv without a parent company pays the same amount of tax on its profit. The difference is where the profit sits: what is left after corporate income tax can stay in the holding, outside the operating company where you run the business risk.
Setting up a holding: how it works
You set up a holding at a civil-law notary, because a bv is founded with a deed of incorporation that contains the articles of association. According to the KVK and Ondernemersplein, at the start of a business it often goes in this order:
At the notary you first set up the holding. You usually receive all the shares of the holding.
Then the holding sets up the operating company. You sign on behalf of the holding.
The holding receives the shares in the operating company and so becomes the parent company.
The notary registers both bvs with the KVK and records who the ultimate beneficial owners (UBOs) are.
If you want to set up a holding bv, you give each bv a minimum capital. You decide how much, but it must be at least €0.01, the KVK writes. If you already have a business, switching to a holding structure is also possible. From an eenmanszaak (sole proprietorship) you first convert it into a bv, or you first set up the holding structure and then end your eenmanszaak, Ondernemersplein writes. For the approach with an existing business, the KVK recommends asking an accountant, bookkeeper or tax specialist for an explanation.
What does setting up a holding cost?
What it costs to set up a holding depends mainly on the notary. For one bv the KVK mentions notary costs of at least €500 to €1,500, and in a holding structure you set up at least two. On top of that comes the KVK registration fee for each registration, which is €85.15 in 2026 and is adjusted every year. The costs of a holding bv also include the yearly costs: two sets of records, two annual accounts and often a bookkeeper or accountant.
When does a holding make sense?
Whether and when you set up a holding depends on your situation. From what the KVK and Ondernemersplein write, a few situations stand out: you have valuable assets, such as business premises or machines, that you want to keep outside the risk of your operating company. You are building up profit or pension that you do not need straight away. You are the dga of several bvs, you work with business partners, or you want to be able to sell part of your business later.
Weigh that against the extra costs and work. The KVK and Ondernemersplein do not name a fixed amount or tipping point. The KVK recommends asking an expert for an explanation, such as an accountant, a bookkeeper or a tax specialist, who can calculate what is most advantageous in your situation.
Good to know: you can set up a holding structure at the start of your business, but also later, when you already have a business. For that switch, the KVK recommends asking an expert for an explanation.
A business account for the holding and the operating company
Each bv in your structure is a separate legal entity. At Vivid, you open the account for a bv in the company’s name, because for limited companies the account must be in the name of the business. So for the holding and the operating company you each apply for your own business account. With Vivid:
Even on a free plan, individual services can incur costs, for example extra cards, withdrawals above certain exempt amounts or premium features from higher plans.
Vivid in short: a business account in the company’s name for the holding and for the operating company, with a Dutch IBAN, invoicing and sub-accounts.
Two bvs, two accounts
Open a business account with a Dutch IBAN online for your holding or operating company.
Frequently asked questions
What is a holding bv?
A bv that owns the shares of one or more other bvs, the operating companies. It can also hold assets such as profit or business premises.
What is the difference between a holding and an operating company?
The operating company does the work and carries the business risk. The holding owns the operating company and holds the assets.
What does setting up a holding cost?
Per bv the KVK mentions notary costs of at least €500 to €1,500, plus the registration fee of €85.15 in 2026. On top of that you have yearly costs for two sets of records and annual accounts.
Do you pay tax on profit that goes to the holding?
Not again, if the conditions of the participation exemption are met. The operating company pays corporate income tax. The holding must own at least 5% of the shares, and the exemption does not apply to a non-qualifying portfolio participation.
Does a holding protect you against liability?
Not always. The assets in the holding stay outside a bankruptcy of the operating company. In the case of improper management, however, you can be personally liable as a director.
Can you set up a holding with an existing bv or eenmanszaak?
Yes, according to the KVK this is also possible if you already have a business. If you have an eenmanszaak, you first convert it into a bv, or you first set up the holding structure and then end the eenmanszaak.
When does a holding make sense?
Mainly if you want to keep assets or profit outside the risk of your business, are the dga of several bvs or work with business partners. Have an accountant or tax specialist weigh it against the extra costs.
This article provides general information and is not legal or tax advice. The rules and 2026 amounts mentioned are as published by the KVK, Ondernemersplein and the Belastingdienst, and may change. Vivid’s payment services are provided by Vivid Money S.A., an electronic money institution authorised and regulated by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg; its Dutch branch is registered with De Nederlandsche Bank (DNB) as an electronic money institution.
