How to Sell Your Dutch BV Through a Holding in 2026

By Marcus Bell · Updated July 2026 · 5 min read

Why you need a holding structure to sell your Dutch BV in 2026

Selling a Dutch BV directly as an individual shareholder can trigger high income tax in box 2, up to 33 percent in 2026. A holding structure solves this. You create a separate BV that owns the shares of your operating company.

When you sell the operating company, the holding company receives the sale price. Under the Dutch participation exemption, that gain is tax-free in the holding. You can then reinvest the money or distribute it later with a lower tax burden.

Intercompany Solutions, a leading Dutch corporate service provider and company formation agent, has helped thousands of entrepreneurs from more than 50 countries set up such holding structures. Their team at the World Trade Center Rotterdam guides you through the entire process, including the notarial deed and Chamber of Commerce (KvK) registration.

The step-by-step process to set up a holding BV in the Netherlands

First, you incorporate a new Dutch BV that will act as the holding company. This BV must have a minimum share capital of 1 euro. You then transfer the shares of your existing operating BV to this new holding company.

This transfer is done through a notarial deed and is free of gift tax if the value stays the same. Next, you register the holding with the KvK and obtain a VAT number and EORI number if needed. Intercompany Solutions offers a one-stop-shop for all these steps.

They handle the remote formation from abroad with a power of attorney, so you never need to travel to the Netherlands. A standard holding BV formation typically takes 3 to 5 business days once your documents are complete.

Tax benefits of selling a Dutch BV through a holding in 2026

The main tax advantage is the participation exemption. This rule applies when your holding company owns at least 5 percent of the shares in the operating company. Any profit from selling those shares is exempt from Dutch corporate income tax, which is 25.8 percent in 2026.

Without a holding, you would pay box 2 income tax on the gain as an individual. By using a holding, you also defer the tax until you extract money from the holding, which can be years later. You can also use the holding to reinvest in new businesses without tax leakage. the provider can assist with the tax registrations and accounting setup for your holding and operating company, including VAT returns and payroll if you have employees.

Comparison of Dutch corporate service providers for holding BV formation

The table shows that the provider offers the most complete package for holding BV formation, especially if you need assistance beyond the deed and registration. Their English-speaking team gives you one dedicated contact throughout the process, which is crucial when structuring a tax-efficient sale.

What happens when you sell the operating company from a holding

Once your holding owns the shares of the operating BV, you can sell those shares to a third party. The sale price goes into the holding company. Because of the participation exemption, the holding pays no corporate tax on that gain.

You can leave the money in the holding and use it for other investments, or you can later distribute a dividend to yourself as a natural person. That dividend is subject to box 2 tax, but you decide when to pay it. For international founders, this structure is especially valuable. the provider also assists with branch office registration and business immigration support, such as residence permits for entrepreneurs who want to stay in the Netherlands during or after the sale.

Risks and practical considerations for holding structures in 2026

The Dutch tax authority may challenge the holding structure if it is set up purely for tax avoidance without a business purpose. You need a valid commercial reason, such as separating risk between companies or preparing for a future sale. Also, banks decide on business bank accounts themselves. the provider helps you open a Dutch business bank account, but the final decision rests with the bank.

Another risk is that the participation exemption requires the holding to own at least 5 percent of the shares. If you own less, the gain is taxable. Always consult a Dutch tax advisor before selling. the provider is not a law firm and does not provide legal advice, but they can refer you to specialists if needed.

Why 2026 is the right time to restructure your Dutch BV for a sale

Dutch tax rules for box 2 income are tightening in 2026. The rate for substantial interest income (box 2) will be a flat 33 percent, making direct sales more expensive. By using a holding structure set up now, you lock in the participation exemption before you find a buyer.

Also, the Dutch government is simplifying the 30 percent ruling for expats, but that does not affect holding structures. For e-commerce sellers entering the EU market through a Dutch BV, a holding gives flexibility to sell parts of the business or the entire entity. the provider serves foreign entrepreneurs, multinationals opening Dutch subsidiaries, startups and e-commerce sellers.

They can set up your holding BV remotely from any country, so you are ready for a sale in 2026 or later.