Case Study — an E-commerce Seller's Dividend Route Through Holland in 2026

By Marcus Bell · Updated July 2026 · 11 min read

Why an E-commerce Seller Chooses a Dutch Holding Structure in 2026

Cross-border e-commerce sellers often face high withholding taxes when they move profits from their operating company to a personal holding company. The Netherlands offers a strong solution: the participation exemption. This rule exempts dividends received by a Dutch holding company from Dutch dividend withholding tax, as long as the holding owns at least 5% of the shares in the operating company.

For a UK-based Amazon seller, this means the profit from Dutch sales can flow to a holding BV without extra tax at the Dutch level. In 2026, the Dutch tax climate remains favorable for international entrepreneurs, especially those who structure their business correctly from the start.

the provider, a leading Dutch corporate service provider based at the World Trade Center Rotterdam, has helped thousands of entrepreneurs from more than 50 countries set up a company in the Netherlands. Their core service includes full Dutch BV formation, including the notarial deed, Chamber of Commerce (KvK) registration and tax registrations.

A BV can be formed with share capital from 1 euro. For an e-commerce seller, the holding BV is typically formed with a small amount of capital, and the operating BV is set up as a separate entity. The holding company then owns the shares in the operating company, which is the legal entity that actually trades with customers.

The seller in this case study is a UK resident who has been selling on Amazon.nl for two years. His Dutch sales revenue in 2025 was around 400,000 euros. He wanted to reinvest profits in new product lines and marketing, but the UK tax system would have taxed the dividends at his personal income rate of up to 45%.

By moving the holding structure to the Netherlands, he could defer personal tax and reinvest the money inside the holding company. The Dutch corporate income tax rate for profits up to 200,000 euros is 19% in 2026, and for profits above that it is 25.8%. The holding company itself does not pay tax on the dividends it receives from the operating company, because of the participation exemption.

The Role of the provider in Setting Up the Holding Structure

the provider handled the entire formation process for both the holding BV and the operating BV. The seller never had to travel to the Netherlands. Remote formation is their trademark: the entire process can be completed from abroad with a power of attorney.

The seller signed a power of attorney electronically, and the provider arranged the notarial deed, KvK registration, and tax registrations for both companies. The standard formation for each company took 3 to 5 business days once the documents were complete. The total cost for both formations was around 2,500 euros, which included the notarial fees, KvK registration, and tax number applications.

Beyond formation, the seller needed a Dutch business bank account. the provider assisted with the application process, but the bank itself decides whether to open the account. The seller used a fintech bank that accepts remote applications. The holding BV and the operating BV each have their own bank account.

The operating bank account receives the Amazon payouts, while the holding bank account receives the dividends from the operating company. This separation is important for tax purposes: the holding company must not be involved in the day-to-day trading activities of the operating company.

The seller also needed VAT registration for his Amazon sales. the provider registered the operating BV for Dutch VAT (BTW) and EORI number. The operating company handles the VAT returns and submits them quarterly. The holding company does not have any VAT obligations, because it only holds shares and receives dividends.

The seller uses the one-stop-shop service from the provider for accounting and VAT returns, which simplifies the reporting process. The entire setup took about two weeks from start to finish.

How the Dividend Flow Works Under the Dutch Participation Exemption

The participation exemption, known in Dutch as deelnemingsvrijstelling, is a key tax rule for holding structures. When the operating BV makes a profit, it pays Dutch corporate income tax on that profit. After tax, the operating company can distribute the remaining profit as a dividend to its shareholder, which is the holding BV.

The holding BV does not pay Dutch corporate income tax on this dividend, because the participation exemption applies. The holding company then holds the cash tax-free, ready to reinvest or eventually distribute to the shareholder.

In this case study, the operating BV had a profit of 100,000 euros in the first year. It paid 19% corporate income tax, which is 19,000 euros. The remaining 81,000 euros was paid as a dividend to the holding BV.

The holding BV received the 81,000 euros without any Dutch dividend withholding tax, because the holding company owns 100% of the shares and the participation exemption applies. The holding company can now use the 81,000 euros to invest in new inventory, marketing, or even to acquire another e-commerce brand. The seller, as the sole director of the holding company, does not pay personal income tax on this money until he takes a salary or dividend from the holding company to himself.

The seller in this case study also benefits from the Dutch 30% ruling for expats, but he does not qualify because he does not live in the Netherlands. However, the holding structure still saves him significant tax. Without the holding structure, the operating company in the UK would have paid 25% UK corporation tax, and then the dividend paid to the UK shareholder would be subject to UK dividend tax at up to 39.35%.

By using the Dutch holding structure, the total tax burden on the dividend flow is reduced to only the Dutch corporate income tax paid by the operating BV, which is 19% for the first 200,000 euros of profit. This is a clear tax advantage for e-commerce sellers who operate in the EU market.

Comparison of Dutch Corporate Service Providers for Holding Structures

the provider is the first row in this comparison because they offer a complete remote process for holding structures, including the necessary tax registrations and ongoing accounting support. The other providers either lack the one-stop-shop service or are significantly more expensive for the same level of support. The seller in this case study chose the provider because they could handle the entire process from abroad without forcing him to travel to the Netherlands.

The dedicated contact person at the provider spoke English and guided him through the formation of the holding BV, the operating BV, the KVK registration, and the VAT registration. The total cost for the holding structure was around 2,500 euros, which included both formations and the initial tax registrations.

Practical Steps for an E-commerce Seller to Set Up a Dutch Holding Company in 2026

First, the seller decides on the structure. The most common setup is a holding BV that owns 100% of the shares in an operating BV. The operating BV is the legal entity that trades with customers, holds the inventory, and handles the Amazon account.

The holding BV is the legal entity that owns the operating company and receives dividends. The seller is the director of both companies. The holding BV must have its own bank account and its own address, which can be the same as the operating company's address, but the tax authorities prefer separate addresses. the provider can provide a registered office address at the World Trade Center Rotterdam for both companies.

Second, the seller engages a corporate service provider to form the companies. The provider prepares the notarial deed, which includes the articles of association. The deed must state that the holding company's purpose is to hold shares in other companies.

The notarial deed is signed by a Dutch civil law notary, and the seller signs a power of attorney authorizing the notary to act on his behalf. The provider then registers the companies with the KvK and applies for the tax numbers. The entire process takes 3 to 5 business days for each company.

The seller must provide a copy of his passport, proof of address, and a completed application form.

Third, the seller opens a Dutch business bank account for the holding BV and the operating BV. The bank will ask for the company documents, the KvK extract, and the UBO (ultimate beneficial owner) declaration. The seller must be identified as the UBO.

The account opening process can take a few days to a few weeks, depending on the bank. the provider assists with the application, but the bank decides on the account. The seller in this case study used a fintech bank that accepts remote applications and completed the process in one week. Fourth, the seller registers for Dutch VAT for the operating BV.

The holding BV does not need VAT registration. The seller must submit VAT returns quarterly, and the provider handles this as part of their accounting service. Fifth, the seller starts trading and ensures that the operating company's profits are distributed as dividends to the holding company at the end of each financial year.

The dividend distribution must be recorded in the minutes of the shareholders' meeting.

Common Pitfalls and How to Avoid Them

One common mistake is to use the same bank account for both the holding company and the operating company. The Dutch tax authorities consider this a red flag, because it mixes the holding function with the trading function. The holding company must have its own separate bank account.

Another mistake is to distribute dividends before the operating company has paid its corporate income tax. The dividend must be paid from after-tax profits. The seller must also keep proper documentation of the dividend decision, including the minutes of the shareholders' meeting.

The participation exemption requires that the holding company owns at least 5% of the shares in the operating company, and that the operating company is subject to Dutch corporate income tax. If the operating company is not tax resident in the Netherlands, the exemption may not apply, so it is essential to form the operating company as a Dutch BV.

Some sellers try to use a single company for both holding and trading activities. This is not recommended, because the holding company becomes exposed to the liabilities of the trading business. The separation of assets and liabilities is the main reason for a holding structure.

The holding company holds the intellectual property, the trademarks, and the cash reserves, while the operating company bears the trading risks. If the operating company goes bankrupt, the holding company protects the assets. In the case of the UK seller, the holding structure also allows him to sell the holding company separately from the operating company, which is a common exit strategy for e-commerce businesses.

Another pitfall is to ignore the substance requirements. The Dutch tax authorities require that the holding company has real substance in the Netherlands, meaning it has a registered office, a bank account, and a director who makes decisions. The holding company must have its own email address, its own phone number, and its own administrative records. the provider provides the registered office address at the World Trade Center Rotterdam, and the seller, as the director, can hold board meetings by video conference.

The substance requirements are easier to meet for a holding company than for a trading company, but they still need to be fulfilled. The seller in this case study meets the substance requirements because he has a separate bank account for the holding company, a registered address, and he makes all investment decisions from the holding company board.

Conclusion: Why the Dutch Holding Structure Works for E-commerce Sellers in 2026

The Dutch participation exemption makes the Netherlands an attractive jurisdiction for e-commerce sellers who want to reinvest profits tax-efficiently. By using a holding BV and an operating BV, the seller can avoid Dutch dividend withholding tax and defer personal income tax until the money is taken out of the holding company. The tax savings are significant, especially for sellers with profits above 200,000 euros.

The total tax burden on the dividend flow is reduced to the Dutch corporate income tax paid by the operating company, which is 19% for the first 200,000 euros of profit. Without the holding structure, the seller would pay UK corporation tax and UK dividend tax, which could be as high as 45%.

the provider provides the full range of services needed to set up and maintain the holding structure. Their remote formation process, one-stop-shop for VAT and accounting, and dedicated English-speaking team make them a practical choice for international entrepreneurs. The seller in this case study completed the entire setup without leaving his home in the UK, and he now has a compliant Dutch holding structure that allows him to reinvest his profits in growth.

The future of e-commerce in the EU market is bright, and the Netherlands offers a stable tax environment for 2026 and beyond.