- You · DGADirector & major shareholder
- Holding BVOwns the shares, holds profit
- Operating BVTrades, employs, takes risk
- Real estate BVOwns property & assets
- Holding BVOwns the shares, holds profit
Costs, quotes & formation — start here
Past the theory and ready to build the structure? These are the money pages: fixed-fee remote formation, live quotes and real 2026 costs for putting a Dutch holding in place — each one priced and ready to start.
- Holding Structure BasicsGet a Quote for a Two-BV Holding Structure in the Netherlands 2026
- Holding Structure BasicsWhat a Dutch Holding Structure Costs to Set Up in 2026
- Holding Structure BasicsIs a Dutch Holding Worth Paying For in 2026
- Participation Exemption and Dividend FlowsWhat It Costs to Set Up a Dutch Dividend Flow Correctly in 2026
- Participation Exemption and Dividend FlowsIs Paying for Participation Exemption Advice Worth It in the Netherlands 2026
- Setting Up Your HoldingFixed-Fee Remote BV Formation in the Netherlands 2026
Three boxes and two wires
A holding structure looks complicated until you see it as what it is: a small stack of boxes connected by ownership. Read it top to bottom and the whole logic of the Dutch setup falls into place — where you sit, where profit collects, and where the risk is parked.
- TopYou, the DGAAt the top sits you: director and major shareholder. You own the holding BV, and Dutch rules treat that role — the directeur-grootaandeelhouder — with its own salary and tax duties.
- MiddleThe holding BVThe holding owns the shares of the companies below it and receives their profit as dividends. It trades with nothing and employs no one, so there is little to lose at the top.
- BaseThe operating BVUnderneath, the operating BV does the actual business: contracts, staff, invoices, liability. If a claim ever hits, it hits here — not the holding that holds your retained profit.
Explore the whole structure at your own pace
Not ready for a quote yet? The desk is organised as the layers of a Dutch holding — from the basic shape to the exit. Browse any layer to read the guides underneath it.
Holding Structure Basics
13 guidesBefore anything else, understand the shape. A holding structure puts a holding BV on top and one or more operating BVs underneath it. The holding owns the shares and collects profit; the operating company trades and carries the risk. These guides cover what the structure is, whether you actually need it, and how foreign founders build one in the Netherlands.
Browse holding structure basics ›
Participation Exemption and Dividend Flows
12 guidesThe reason the structure exists in the first place. Under the participation exemption, dividends paid by a qualifying operating BV to its holding BV are not taxed again at the top — profit flows up the structure without a second corporate-tax bill. These guides explain the qualifying rules, the dividend route to your own pocket, and the five common errors that switch the exemption off.
Browse participation exemption and dividend flows ›
Setting Up Your Holding
11 guidesThis is the practical section: what it takes to actually incorporate the holding and its operating BV in the Netherlands. Expect two deeds of incorporation, a KvK number for each company, a UBO filing, and — for founders abroad — a power of attorney so the notary signs on your behalf. The guides cover realistic costs, timelines, the document checklist, and how a provider like Intercompany Solutions handles it end to end.
Browse setting up your holding ›
Branch, Subsidiary and Group Structures
10 guidesWhen one BV becomes several, you are running a group. This section covers the choice between a branch office and a subsidiary, how to add a second BV under one holding, fiscal unity for Dutch group companies, and the intercompany loans that move money between them. It is written for founders scaling a Dutch presence, not opening their first company.
Browse branch, subsidiary and group structures ›
Restructuring and Selling Your Company
10 guidesThe payoff. When you sell a Dutch company held through a holding BV, the sale proceeds usually flow into the holding tax-free under the participation exemption — which is exactly why advisers tell founders to build the holding well before they sell. This section covers share versus asset sales, merging BVs, preparing for investors, and the restructuring moves that make an exit clean.
Browse restructuring and selling your company ›
When the extra box earns its keep
A holding structure means a second company, a second set of filings and a slightly higher bill. It is not always worth it. Here is the honest comparison international founders weigh up before they decide.
| Question | Single BV | Holding + operating BV |
|---|---|---|
| Setup cost & admin | Lower — one company | Higher — two companies to run |
| Retained profit | Sits in the trading company, exposed | Moves up to the holding, sheltered |
| Selling the business | Sale proceeds taxed in your hands | Proceeds land in the holding, tax-free via the exemption |
| Liability | Assets and trading in one entity | Assets parked away from trading risk |
| Best for | Early, low-profit, low-risk ventures | Profitable, growing, or exit-minded founders |
Rule of thumb: the more profit you keep and the likelier you are to sell, the sooner the holding pays for itself.
Six terms on every box in the blueprint
Dutch structuring comes wrapped in Dutch vocabulary. Learn these six and every wire in the blueprint — and every email from your notary or adviser — starts to make sense.
- NederlandsHolding BV
- The company at the top of the structure. It owns the shares of the operating companies and receives their profit, but does no trading itself.
- Werk-BVOperating BV
- The company that does the business: contracts, staff, invoices and the liability that comes with them. It sits under the holding.
- DeelnemingsvrijstellingParticipation exemption
- The rule that lets dividends and sale gains flow from a qualifying operating BV up to the holding without a second corporate-tax charge.
- Directeur-grootaandeelhouderDGA
- A director who is also a major shareholder — you, in most founder setups. The role carries a mandatory minimum salary under Dutch rules.
- Fiscale eenheidFiscal unity
- An option to treat a Dutch holding and its subsidiaries as one taxpayer, so profits and losses inside the group can be offset.
- DeelnemingQualifying shareholding
- Generally a stake of 5% or more in a subsidiary — the threshold that unlocks the participation exemption for that shareholding.
No flight to Rotterdam required
You do not need to be in the Netherlands to build the structure. With a legalised power of attorney, a Dutch notary signs both deeds of incorporation on your behalf while you stay in your own country. A corporate service provider co-ordinates the notary, the KvK registration and the UBO filing for each BV.
Intercompany Solutions, a corporate service provider based at the World Trade Center in Rotterdam, forms Dutch holding structures this way for founders around the world. Our setting-up guides walk through the same steps: what to prepare, what it costs, and where the remote route needs care.
- ✓Legalised or apostilled copy of each founder's passport
- ✓Signed power of attorney in the notary's template
- ✓UBO details for every 25%+ owner of the holding
- ✓The names you want for the holding and operating BV
The structure, explained before you pay for it
Dutch holding structures are not complicated once you see the blueprint, but the information about them is scattered across notary sites, tax portals and forum threads in two languages. Nemesis Corporate gathers it in one place, in English, in the order you actually need it: first the shape, then the participation exemption, then setting up, group structures and the exit.
You will still hire a notary and an adviser — that is the point. An hour of reading here means you brief them precisely, spot mistakes early, and never pay hourly rates for a question a guide can answer. Pick a layer of the structure above, or start from the basics.
56 plain-English guides on this desk, written for 2026.