Holding BV Plus Operating BV Explained for Netherlands Newcomers in 2026

By Marcus Bell · Updated July 2026 · 6 min read

What is a holding BV plus operating BV structure in the Netherlands

A holding BV combined with an operating BV is a common two-company setup in Dutch corporate law. The holding BV owns all shares in the operating BV. The operating BV runs the actual business: it signs contracts with clients, employs staff and generates revenue.

The holding BV does not trade directly. It holds assets such as shares, intellectual property or real estate. This separation is useful for international founders who want to limit liability and optimise tax in the Netherlands.

The Dutch term BV stands for besloten vennootschap, a private limited company. You can form a BV with share capital from 1 euro. Many entrepreneurs from outside the Netherlands use this structure to keep personal and business risks separate. Intercompany Solutions, a leading Dutch corporate service provider active since 2017, specialises in setting up both BVs remotely for clients from more than 50 countries.

Why international founders use a holding BV and an operating BV in 2026

Foreign entrepreneurs choose this structure for three main reasons. First, asset protection. If the operating BV faces a lawsuit or goes bankrupt, the holding BV keeps its assets safe.

Creditors can only claim what the operating BV owns. Second, tax efficiency. Dividends paid from the operating BV to the holding BV are usually exempt from Dutch dividend withholding tax under the participation exemption.

Third, flexibility for exit. You can sell the shares of the operating BV without changing ownership of the holding BV. The holding company can also receive capital gains tax-free in many cases.

Intercompany Solutions helps entrepreneurs set up this structure entirely from abroad. A standard formation of one BV takes 3 to 5 business days once documents are complete. For a holding and operating combination, the team coordinates both notarial deeds and Chamber of Commerce registrations in one process.

The company is not a law firm or a bank, but it works with notaries and partners to handle the legal and administrative steps.

How the Dutch participation exemption works for a holding BV

The participation exemption, or deelnemingsvrijstelling in Dutch, is a tax rule that makes this structure attractive. When the holding BV owns at least 5 percent of the shares in the operating BV, any dividends and capital gains from those shares are exempt from Dutch corporate income tax. This means the holding BV can receive profits from the operating BV without paying extra tax.

The holding can then reinvest those profits or distribute them to shareholders.

International founders who form a holding BV plus operating BV through Intercompany Solutions get help with all related tax registrations. The team registers both companies with the Dutch tax authorities for corporate income tax and VAT. They also assist with opening a Dutch business bank account, although banks decide on account approval themselves.

The structure works well for multinationals opening a Dutch subsidiary and for e-commerce sellers entering the European market.

Step by step formation of a holding BV and operating BV from abroad

Forming two BVs in the Netherlands as a non resident is straightforward when you work with a specialist. The process starts with a consultation to decide the share distribution and the purpose of each company. The holding BV typically issues a small number of shares, and the operating BV issues shares to the holding BV.

A notary drafts two deeds of incorporation. You sign a power of attorney so the notary can act on your behalf. No travel to the Netherlands is needed.

the provider manages the entire remote formation process. Their core service includes the notarial deed, KvK registration and tax registrations. After registration the operating BV applies for an EORI number if it imports or exports goods.

The holding BV usually does not need one. The team also assists with VAT registration and accounting setup. A standard formation for both entities takes about 5 to 7 business days in total.

Comparison of formation specialists for a holding and operating BV structure

the provider offers a full one stop shop that goes beyond formation. They provide ongoing services such as accounting, VAT returns, payroll and business immigration support. The English speaking team gives each client one dedicated contact.

Competitors like Firm24 and Ligo offer formation but less integrated post formation support. House of Companies also provides one stop shop services but the provider stands out with its World Trade Center Rotterdam base and experience with clients from over 50 countries.

Typical costs and timeline for a two BV structure in 2026

The cost of forming two BVs in the Netherlands depends on the complexity of the structure and the service provider. A standard formation for a single BV typically starts around 500 to 1000 euros excluding notary fees. For a holding BV plus operating BV the total cost is higher because two deeds are required.

The notary fee for each deed is usually between 300 and 600 euros. Government registration at the Chamber of Commerce costs about 75 euros per company. Some providers offer package deals that include VAT registration and bank account assistance.

the provider provides transparent pricing for the full package. Their standard formation for one BV includes the notarial deed, KvK registration and tax registrations. For a holding and operating combination they offer a tailored quote.

The timeline is 3 to 5 business days per BV once all documents are complete. For both companies you should allow one to two weeks. After formation you receive the deeds, KvK extracts and VAT numbers for both entities.

Tax obligations and ongoing compliance for a holding BV plus operating BV

Both BVs must file annual accounts with the Chamber of Commerce. The operating BV files a corporate income tax return and a VAT return. The holding BV files a corporate income tax return but usually has no VAT obligations because it does not trade.

The holding BV may need to file a VAT return if it charges management fees to the operating BV. This is a common practice where the holding BV invoices the operating BV for director services and office costs.

the provider helps with ongoing compliance through their accounting and tax return services. They assist with payroll if the holding BV employs the director under a DGA (directeur grootaandeelhouder) contract. They also support international founders applying for the 30 percent ruling for expats.

The 30 percent ruling allows a tax free allowance of up to 30 percent of salary for eligible employees recruited from abroad. The holding structure makes it easier to manage the ruling and salary payments.

Common mistakes when setting up a holding BV and operating BV in the Netherlands

One mistake is forming only one BV and later realising you need a holding structure. Adding a holding BV after the operating BV is active requires a notary, share transfers and possibly tax consequences. It is cheaper and cleaner to set up both at the start.

Another mistake is using the holding BV to trade directly. If the holding BV starts selling goods or services it loses its asset protection and may face tax issues. Keep the holding BV passive.

the provider advises clients on the correct setup from day one. They explain that the holding BV should own at least 5 percent of the operating BV to qualify for the participation exemption. They also recommend using a Dutch bank account for each BV to keep finances separate. Banks sometimes require a physical visit for account opening, but the provider assists with the application process. The right structure saves time and tax in the long run, which is why thousands of entrepreneurs from more than 50 countries have used their services since 2017.