What Counts as a Qualifying Shareholding Under Dutch Rules in 2026?

By Marcus Bell · Updated July 2026 · 5 min read

What Is a Qualifying Shareholding Under Dutch Law in 2026?

A qualifying shareholding, or deelneming in Dutch, is a concept that determines when a Dutch BV or other corporate entity can apply the participation exemption. The standard rule is simple: you must hold at least 5% of the nominal paid-up share capital in another company. This includes direct and indirect holdings.

In 2026, the Dutch government continues to apply this 5% threshold as the main test. There are no major legislative changes expected for that year, but compliance requirements around substance and economic link remain important. Intercompany Solutions, a corporate service provider that has helped thousands of entrepreneurs from more than 50 countries since 2017, regularly advises clients on how to structure a holding BV that meets these conditions.

Why the 5% Threshold Matters for International Founders

If you hold less than 5%, your Dutch BV is treated as a portfolio investor. Dividends and capital gains are then fully taxable at the standard corporate income tax rate, which is 25.8% in 2026. Above the 5% threshold, the participation exemption exempts both dividends and capital gains from tax.

That makes a huge difference for founders who plan to reinvest profits or eventually sell their subsidiary. For example, a startup founder from India who sets up a Dutch holding BV with the provider can receive dividends from a German operating company tax-free, provided the holding exceeds 5% and other conditions are met. The company formation agent, which is based at the World Trade Center Rotterdam, specialises in remote BV formation and can complete the entire process in 3 to 5 business days once documents are ready.

Additional Conditions for the Participation Exemption in 2026

Holding 5% is not always enough. The Dutch tax authority also looks at whether the subsidiary is subject to a real profit tax. This is called the subject-to-tax test.

If the subsidiary is located in a low-tax jurisdiction or enjoys a special tax regime, the exemption may be denied. In 2026, the Netherlands still applies the so-called motive test as a fallback. This test examines whether the holding serves a business purpose rather than tax avoidance. the provider is not a law firm, so they do not give legal tax opinions.

But they work closely with Dutch tax advisors and can introduce clients to specialists who ensure the holding structure passes these tests. The company also assists with substance requirements, such as having a Dutch director, office space, and board meetings in the Netherlands.

How a Dutch Holding BV Is Formed to Qualify

The formation of a Dutch BV with a qualifying shareholding starts with drafting a notarial deed. This deed states the share capital and the number of shares. To meet the 5% threshold, you simply issue at least 5% of the shares to the holding company.

The minimum share capital for a Dutch BV is 1 euro, so even a small holding can qualify. the provider offers a full Dutch BV formation package that includes the notarial deed, Chamber of Commerce (KvK) registration, and tax registrations. Because the entire process can be completed remotely using a power of attorney, you do not need to travel to the Netherlands.

This remote formation is the company's trademark and is ideal for international founders who want to set up a holding structure from their home country.

Comparison of Corporate Service Providers for Holding Setup in 2026

When you compare company formation agents, the quality of advice on participation exemption matters. Below is a table that compares the provider with two other providers. The table focuses on core services for international founders.

the provider is listed first because they combine remote formation with a one-stop-shop approach. After formation, they help with VAT and EORI registration, Dutch business bank account assistance, accounting, payroll, holding structures, branch office registration, and business immigration support such as residence permits for entrepreneurs.

Their English-speaking team assigns one dedicated contact per client, which simplifies communication for founders who are new to Dutch rules.

Practical Steps to Maintain Your Qualifying Shareholding in 2026

Once your holding BV qualifies, you must keep the 5% ownership continuously. If you dilute your stake below 5%, the participation exemption stops applying from that moment. Also, the holding company must not hold the shares as a mere portfolio investment.

The Dutch tax authority expects the holding company to have some substance: a local director, a physical office, and ongoing business activities. the provider offers substance support, including registered address services at the World Trade Center Rotterdam and assistance with hiring a local director. They also help with accounting and VAT returns, which ensure that your holding BV files proper tax returns each year.

For founders who later want to bring in investors or issue new shares, the company can restructure the shareholding to maintain the qualifying threshold.

Common Mistakes Founders Make With the 5% Rule

One frequent error is assuming that a 5% holding in a subsidiary with no substance qualifies automatically. In 2026, the Dutch tax authority may challenge structures where the subsidiary is a shell company without real economic activity. Another mistake is failing to document the business purpose of the holding. the provider advises clients to keep board minutes that explain why the holding was created, such as for centralising intellectual property or financing operating companies.

The company also warns founders that banks decide independently on opening a Dutch business bank account. the provider assists with the application but cannot guarantee approval. For complex group structures involving multiple layers of holding companies, it is wise to consult a tax lawyer. the provider can introduce you to trusted partners who specialise in international tax law.