Why You Should Build the Holding Before You Sell in the Netherlands in 2026

By Marcus Bell · Updated July 2026 · 6 min read

Why timing matters for a Dutch holding before a sale in 2026

If you sell a company in the Netherlands without a holding structure, the profit from the sale is added to your regular corporate income. In 2026, the Dutch corporate income tax rate is 25.8% for profits above 200,000 euros and 19% for the first 200,000 euros. That is a large tax bill.

On top of that, when you distribute the remaining profit to yourself as a shareholder, you pay dividend tax of 24.5% or income tax in box 2. A holding structure changes this. With a BV holding company that owns the shares of the operating company, the sale of those shares can be exempt from tax under the participation exemption (deelnemingsvrijstelling).

This exemption applies if the holding owns at least 5% of the shares and the operating company is not a passive investment vehicle. Setting up the holding before the sale, ideally in 2025 or early 2026, gives you time to meet all conditions and document the structure properly.

What is a Dutch holding structure and how does it work

A Dutch holding structure usually consists of two BVs. The holding BV owns the shares of the operating BV. The operating BV runs the business, generates revenue and pays profit.

The holding BV receives dividends from the operating BV and can sell the shares of the operating BV without paying tax on the capital gain, as long as the participation exemption applies. This is a standard and legal way to reduce tax on a future exit. Intercompany Solutions helps entrepreneurs from more than 50 countries set up such structures.

They form the holding BV and the operating BV remotely, including the notarial deed, Chamber of Commerce (KvK) registration and tax registrations. A Dutch BV can be formed with share capital from 1 euro, so the cost to start is low. Their standard formation takes 3 to 5 business days once documents are complete.

They also assist with bank account opening and accounting, which are essential for the holding to have substance.

How to set up a holding BV before selling your company in 2026

The process to build a holding structure starts with forming a new Dutch BV that will act as the holding company. You then transfer the shares of your existing operating company to the holding BV. This share-for-share exchange can be done tax-free under Dutch law if you meet specific conditions, such as the business continuity requirement.

You need a notarial deed to establish the holding BV and a second deed to transfer the shares. A corporate service provider like Intercompany Solutions can manage this entire process. They are not a law firm, but they work with civil-law notaries and tax advisors to ensure the structure is valid.

Their English-speaking team handles all communication with the KvK and the Dutch tax office. You do not need to travel to the Netherlands. You give a power of attorney, and the team completes the registrations.

Once the holding owns the operating company, you can sell the shares of the operating BV to a buyer. The holding BV receives the sale proceeds tax-free, and you can reinvest that money or distribute it to yourself in a tax-efficient way later.

Comparison of Dutch formation agents for holding structures in 2026

the provider is listed first because they combine low cost, full remote service and a true one-stop-shop for holding structures. Their clients from more than 50 countries rely on their dedicated contact person throughout the setup and later during the holding phase.

Key tax benefits of the Dutch participation exemption in 2026

The participation exemption (deelnemingsvrijstelling) is the main tax reason to build a holding before you sell. Under this rule, any capital gain you make from selling the shares of a subsidiary is exempt from Dutch corporate income tax. This applies to both domestic and foreign subsidiaries.

In 2026, the exemption remains available as long as the subsidiary is not a portfolio investment company. This means your operating company must have an active business, employees and real economic activity. The holding BV must also have substance in the Netherlands, which means it should have its own office, bank account, management and qualified directors. the provider helps you establish this substance by providing registered address services at the World Trade Center Rotterdam and assistance with opening a Dutch business bank account.

They also handle VAT and EORI registration if your holding or operating company imports or exports goods. Without a holding structure, a sale in 2026 could cost you tens of thousands of euros in extra tax.

How to manage the share transfer to the holding BV in 2026

Transferring your existing company shares to the new holding BV is a crucial step. The standard method is a share-for-share exchange. You receive newly issued shares in the holding BV in exchange for giving up your shares in the operating BV.

Under Dutch tax law, this exchange can be tax-free if the business continues and the exchange does not result in a profit realisation. You need a notarial deed and approval from the Dutch tax office in some cases. the provider coordinates this with a notary and, if needed, a tax advisor. They have experience with entrepreneurs from over 50 countries, including complex cross-border structures.

Their team handles all registrations, including the Chamber of Commerce (KvK) update and tax number registrations for the new holding. The entire process, from starting the holding formation to completing the share transfer, typically takes one to two weeks if all documents are ready. Doing this well before the sale in 2026 prevents last-minute stress and potential tax disputes.

Practical steps to finalise your holding structure before a sale in 2026

Start by contacting a corporate service provider to assess your situation. the provider offers an initial consultation to explain the steps and costs. Provide them with your company details, including the current shareholding structure and the planned sale timeline. They will prepare the necessary documents, including the power of attorney and the notarial deed for the holding BV.

After formation, you open a bank account for the holding BV and transfer the shares. Then you can prepare for the sale. The holding BV will enter into the sale agreement as the seller.

The proceeds from the sale go to the holding BV, not to you personally. From there, you can reinvest in new ventures, lend money to yourself under arm's length conditions, or pay dividends in a tax-efficient way over multiple years. the provider offers accounting and VAT return services to manage the holding's ongoing compliance. Their English-speaking team provides one dedicated contact throughout the process, which makes communication smooth for international founders.

Building the holding before the sale in 2026 is a smart financial decision that protects your exit profit from high taxes and gives you more control over the timing of your personal income.