One BV is not a holding structure: how to add a holding company afterwards

Written by Ilias Aarrass7 min read · Published on 5 October 2026 · Last reviewed on 5 October 2026

In short

You add a holding above your existing BV afterwards through a share merger: you contribute your shares in the operating BV to a new BV and receive shares in return, with the box 2 claim rolling over under the share merger facility as long as there are business reasons.

A BV with "Holding" in its name is only a holding if it owns the shares of another BV.
If you sell the shares within three years of the merger, the law assumes tax saving was the main reason.
After the merger, saved profit moves to the holding through a dividend from the operating BV, tax-free under the participation exemption.
A holding costs a second set of annual accounts and a second corporate income tax return every year.

Many entrepreneurs started with a single BV, sometimes even with "Holding" in its name. But a name does not make a structure. As long as you have one BV, the profit you save sits in the same company in which you do business, with all the risks that entails. The good news: you can still add a holding company on top afterwards, without paying box 2 tax on the value of your BV. This article covers the difference between one and two BVs, how the share merger works, what it costs and what to watch afterwards.

One BV or two: what is the difference?

With a holding structure you have two BVs: you own the shares in the holding company, and the holding owns the shares in the operating BV where you do your work. With one BV you own those shares directly. That seems a detail, but it determines where your money sits and what happens if things go wrong.

One BV versus a holding with an operating BV
	One BV	Holding with operating BV
Saved profit	stays in the BV where you do business	can move to the holding tax-free
Risk in a claim or bankruptcy	your saved profit is also at risk	the money in the holding is outside it
Selling your business	you sell your shares and pay box 2 directly	the holding sells, proceeds tax-free in the holding
Annual costs	one set of accounts and one return	two sets of accounts and two returns

How do you add a holding company afterwards?

That is done through a share merger. You set up a new BV at the notary, the future holding company. You then contribute your shares in the existing BV to that new BV, and in exchange you receive shares in the holding. Legally it is a sale of your shares, but you receive no money: you swap your shares in the operating BV for shares in the holding.

Because for tax purposes it is a disposal, you would normally settle tax in box 2 on the increase in value of your BV. The share merger facility prevents that: the tax claim rolls over to your shares in the holding. You only pay when you later actually take money out of the holding or sell the shares.

The steps of a share merger

Step 1: record with your bookkeeper why you want the holding: the business reason
Step 2: the notary incorporates the holding company
Step 3: the notary transfers your shares in the operating BV to the holding, in exchange for holding shares
Step 4: the holding gets its own bank account, records and registration
Step 5: in the tax return you invoke the share merger facility

Result: After the merger you own the holding and the holding owns your operating BV. You have not settled anything in box 2.

What does it cost?

The one-off costs are mainly at the notary, for incorporating the holding and the deed transferring the shares, plus your bookkeeper's advice. After that you have a second set of annual accounts, a second corporate income tax return and a second business account every year. See setting up a BV: the steps and the costs for the amounts involved.

If your operating BV owns a building, ask in advance whether transfer tax applies. For an internal restructuring like this an exemption applies under conditions, but you must have that checked.

After the merger: moving money to the holding

The merger itself does not move any money. The saved profit is still in the operating BV. You take it out by having the operating BV pay a dividend to the holding. Thanks to the participation exemption the holding pays no corporate income tax on it, and because the money does not go to you personally, there is no box 2 either.

Do mind the distribution test: the operating BV may only distribute if it can keep paying its bills afterwards. If you ignore that, you run a risk as a director, see director's liability. From now on you pay your customary salary from one of the two BVs, not both. And for VAT the two BVs can form a fiscal unity.

When is it worth it?

A holding costs extra administration every year. That pays off when there is something to protect or prepare for. In these situations it usually makes sense:

Your operating BV builds up profit year after year that you do not need privately right away.
Your work carries liability risks, for example in construction or on large projects.
You are considering selling your business within a few years or bringing in a partner.
You want to start a second activity later in a separate BV under the same holding.

Frequently asked questions

Is a BV with "Holding" in its name a holding company?

Not automatically. A holding is a BV that owns the shares of another BV. If you only have one BV in which you also do your work, you do not have a holding structure, whatever the BV is called.

Do I pay tax if I add a holding later?

Not if you use the share merger facility and there are business reasons. The box 2 claim then rolls over to your shares in the holding.

How do I get the saved profit into the holding?

By having the operating BV pay a dividend to the holding. Thanks to the participation exemption that is tax-free, provided the operating BV can keep paying its debts afterwards.

Can I sell the shares right after the merger?

You can, but within three years of the merger the law assumes it was about saving tax, and you settle in box 2 after all unless you demonstrate business reasons.

Sources

Participation exemptionBelastingdienst · belastingdienst.nl
Income Tax Act 2001, article 3.55 (share merger)Overheid.nl · wetten.overheid.nl

Sources checked on 5 October 2026

This article provides general information based on the rules known for 2026 and does not replace personal tax advice. For your specific situation, we're happy to take a look with you.