Holding structure: why and when?
Written by Ilias Aarrass7 min read · Published on · Last reviewed on 
In short
In a holding structure the holding owns the shares of the operating BV, so profit can move up untaxed thanks to the participation exemption and your wealth stays outside the risks.
- The participation exemption prevents double taxation: profits and losses from a participation stay outside taxable profit.
- Box 2 only comes into play when you move money into private hands; until then it stops at corporate tax.
- You draw one customary salary for the whole, usually from the holding, which charges it on through a management fee.
- Two BVs mean two sets of accounts and two returns, so count on extra costs each year.
If you have a BV or are considering one, you will come across the term holding. A holding structure means placing a second BV above your operating BV. That sounds complicated, but it solves two concrete problems: your wealth no longer sits in the same BV as your risks, and you can set profit aside without paying tax on it straight away. This article covers how it works, what it costs and from when it is worthwhile.
What is a holding structure?
In a holding structure you have two BVs: a holding (the parent company) and below it an operating BV (the operating company) where the actual activities take place. The holding owns the shares of the operating BV. You as a person are the shareholder of the holding; for VAT the two companies can form a single VAT group together.
What's the benefit of a holding?
The main benefit is the participation exemption: profit the operating BV pays to the holding is untaxed, provided the holding owns at least 5 per cent of the shares. The profit has already been taxed with corporate tax in the operating BV, and the law does not tax it again at the holding.
Only when you move the money into private hands do you pay box 2. As long as it stays in the holding, that levy is deferred. Without a holding, that profit sits in the same BV you do business with, with all the risk that entails.
| Single BV | Holding + operating BV | |
|---|---|---|
| Where your accumulated profit sits | In the same BV as your risks | In the holding, separate from operations |
| If the operations go bankrupt | Everything can be lost | The holding is in principle out of reach |
| Passing profit up | Not applicable | Untaxed via the participation exemption |
| Selling the business | Sale profit taxed in box 2 immediately | Sale profit untaxed in the holding |
| Annual costs | One set of accounts and return | Two sets of accounts and returns |
Which risks does a holding spread?
By keeping profit and assets in the holding and the activities in the operating BV, you protect your accumulated wealth. If the operating BV goes bankrupt, the wealth in the holding in principle stays out of reach. A holding can also be tax-advantageous when selling your business.
When is a holding sensible?
A holding structure brings extra costs and administration: a second set of annual accounts, a second corporate tax return and incorporation costs at the notary. Count on a few hundred euros a year extra in accounting fees. If you already have a BV, you can still add a holding on top later; see adding a holding above your BV afterwards.
- You structurally make profit that you do not fully distribute but want to keep in the business.
- You run real business risk: liability, large contracts, staff.
- You are considering selling your business one day. Setting up the holding afterwards is no longer free of charge.
- You work with a partner, each with their own holding above the shared operating BV.
When it does not (yet) pay off
For a small, starting business that needs all its profit to live on, the benefit does not outweigh the cost. If you are still weighing a sole trader against a BV, start there: see sole trader or BV. A holding can always be added later, but then it is a share exchange that needs to be guided.
One customary salary, not two
A misunderstanding we hear often: with two BVs you would have to draw a DGA salary twice. You do not. One customary salary applies to your work as a whole. Usually you draw it from the holding, which charges it on to the operating BV through a management fee.
Frequently asked questions
What exactly is a holding structure?
Two BVs: a holding that owns the shares of an operating BV, with you privately holding the shares of the holding. Activities and risks sit in the operating BV, accumulated wealth in the holding.
What is the participation exemption?
The rule that profit paid by the operating BV to the holding is not taxed again, provided the holding owns at least 5 per cent of the shares. That profit has already borne corporate tax in the operating BV.
Must I draw a salary from both BVs?
No. One customary salary applies to your work as a whole, usually drawn from the holding. The holding charges it on to the operating BV via a management fee.
Does a holding really protect my wealth in bankruptcy?
In principle yes, provided you use the structure properly: pay profit up to the holding in good time and avoid a messy current account. See current account with your own BV.
Can I add a holding above my BV later?
Yes, through a share exchange, but that is a tax operation that needs guidance and costs money. If you already know you may sell one day, starting correctly is usually cheaper.
From what profit is a holding worthwhile?
There is no fixed amount. It comes down to whether you structurally retain profit inside the business, and whether you run real risk. If nothing is left over, you are only paying extra costs.
Sources
- Participation exemption in corporate taxBelastingdienst · belastingdienst.nl
- Substantial interest and box 2Belastingdienst · belastingdienst.nl
Sources checked on
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.
