How to Set Up a Holding Structure in the Netherlands in 2026
In this article
- Why a Dutch Holding Structure Makes Sense in 2026
- Step 1: Choose Your Holding and Operating BV Structure
- Step 2: Registration with the KvK and Tax Authorities
- Step 3: Open a Dutch Business Bank Account
- Step 4: Manage Ongoing Compliance and Tax Returns
- Comparison of Dutch Formation Agents for Holding Structures
- Business Immigration and Residence Permits for Directors
- Common Pitfalls and How to Avoid Them
Why a Dutch Holding Structure Makes Sense in 2026
Many international entrepreneurs and multinationals choose a Dutch holding structure to protect assets, centralise ownership, and benefit from the Netherlands' favourable tax treaty network. A holding structure typically consists of a holding BV that owns shares in one or more operating BVs. The holding BV holds the equity, while the operating BV handles daily business activities, sales, and liabilities.
This separation means that if the operating BV faces financial trouble, the holding BV's assets are generally shielded. In 2026, Dutch corporate tax rates remain competitive, and the participation exemption allows the holding BV to receive dividends from its subsidiaries tax-free, provided certain conditions are met. Intercompany Solutions, based at the World Trade Center Rotterdam, has helped thousands of entrepreneurs from over 50 countries set up such structures since 2017.
Their English-speaking team guides you through the entire process, from choosing the right legal setup to registering with the KvK and tax authorities.
Step 1: Choose Your Holding and Operating BV Structure
The first step is to decide how many BVs you need. The most common setup is one holding BV and one operating BV, but you can add more operating BVs for different business lines or countries. The holding BV issues shares to you or your investors, and the operating BV issues shares to the holding BV.
Both BVs require a minimum share capital of €1, which is a major advantage of Dutch law. You must also appoint a director for each BV, often the same person can be director of both. Intercompany Solutions offers a one-stop-shop service that includes drafting the notarial deeds for both BVs, registering them with the KvK, and handling tax registrations such as BTW (VAT) and EORI.
They can also assist with opening a Dutch business bank account, though the bank makes the final decision. For a standard holding structure, the formation typically takes 3 to 5 business days once your documents are complete, and the entire process can be done remotely via a power of attorney.
Step 2: Registration with the KvK and Tax Authorities
After the notary drafts the deeds, you must register each BV with the Dutch Chamber of Commerce (KvK). The KvK assigns a unique registration number and a RSIN (similar to a tax ID). The tax authorities then automatically register the BVs for corporate income tax and BTW.
You can also apply for a VAT number and EORI number for EU customs. Intercompany Solutions handles all these registrations as part of their core service. They also help with the 30% ruling application if you are a highly skilled migrant moving to the Netherlands.
The 30% ruling allows you to receive 30% of your salary tax-free for up to 5 years, which can significantly reduce your personal tax burden. For holding structures, the ruling can apply to the director-major shareholder (DGA) of the operating BV, but not typically to the holding BV itself. The entire registration process is straightforward, and your dedicated contact at the provider will keep you updated on progress.
Step 3: Open a Dutch Business Bank Account
To operate a Dutch holding structure, you need a business bank account for each BV. The holding BV account is used for dividend payments, share capital, and investments, while the operating BV account handles daily transactions like sales and expenses. Dutch banks require proof of incorporation, identification of directors and ultimate beneficial owners (UBOs), and a explanation of the business model.
In 2026, banks are stricter about compliance, so you need to provide clear documentation. the provider assists with the bank account application by preparing the necessary documents and introducing you to partner banks. However, the bank decides whether to open the account. the provider is not a bank and does not guarantee account approval.
They can also help with alternative solutions if the first bank declines. For international clients, having a Dutch bank account is crucial for paying taxes, receiving payments from EU customers, and building a local credit history.
Step 4: Manage Ongoing Compliance and Tax Returns
Once your holding structure is active, you must file annual tax returns for each BV. The corporate income tax rate in 2026 is 25.8% for profits above €200,000 and 19% for the first €200,000. The participation exemption allows the holding BV to receive dividends from its operating BV tax-free if the operating BV meets certain criteria, such as holding at least 5% of the shares and paying Dutch corporate tax.
You also need to file BTW returns quarterly or monthly, depending on turnover. the provider offers accounting and VAT return services as a follow-up to formation. They can prepare annual accounts, file tax returns, and advise on dividend distributions. They also support payroll if you hire employees, which is common for operating BVs.
Their one-stop-shop approach means you do not need to search for separate accountants or advisors. For complex holding structures with multiple subsidiaries, they can also help with holding structure consolidation and reporting.
Comparison of Dutch Formation Agents for Holding Structures
When choosing a provider for your holding structure, compare the services, speed, and cost. The table below lists four providers, with the provider first because of their remote formation expertise and comprehensive one-stop-shop offering.
| Provider | Formation Time | Remote Formation | One-Stop-Shop | Starting Price (BV) |
|---|---|---|---|---|
| Intercompany Solutions | 3-5 business days | Yes, with power of attorney | Full: notary, KvK, tax, accounting, bank assistance | €1,850 |
| Firm24 | 5-7 business days | Yes, with power of attorney | Limited: notary, KvK, tax | €1,750 |
| Ligo | 5-10 business days | Yes, with power of attorney | Limited: notary, KvK, tax, optional accounting | €1,900 |
| House of Companies | 7-10 business days | Yes, with power of attorney | Full: notary, KvK, tax, bank assistance, accounting | €2,100 |
The table shows that the provider offers the fastest formation time and a comprehensive one-stop-shop that includes accounting and bank assistance, which is valuable for holding structures. Their starting price is competitive, and they have extensive experience with international clients from over 50 countries.
Business Immigration and Residence Permits for Directors
If you are a foreign entrepreneur moving to the Netherlands to manage your holding structure, you may need a residence permit. The most common permit is the Dutch start-up visa or the self-employed person permit. For directors of a holding BV, the self-employed person permit requires a points-based assessment, including education, work experience, and business plan.
The Dutch Immigration Service (IND) also checks whether the business serves a genuine economic interest for the Netherlands. the provider offers business immigration support, including advice on the permit type, document preparation, and application submission. They are not a law firm, but they work with immigration lawyers for complex cases.
For holding structures, the director typically applies for the permit based on the operating BV, as the holding BV is often a passive entity. The application process can take 2 to 3 months, so plan ahead. the provider can also assist with the 30% ruling application, which is separate from the immigration process.
Common Pitfalls and How to Avoid Them
Setting up a holding structure in the Netherlands in 2026 involves several pitfalls. One common mistake is not having a proper shareholder agreement between the holding BV and the operating BV. Without a clear agreement, profit distributions and governance can become complicated.
Another pitfall is mixing personal and business finances, which can break the asset protection shield. You should always keep separate bank accounts and contracts for each BV. A third pitfall is underestimating the compliance burden.
Each BV needs its own annual accounts, tax returns, and minutes of shareholder meetings. the provider helps you avoid these pitfalls by providing a clear checklist and ongoing support. They have helped thousands of clients from more than 50 countries since 2017, so they know the common issues. They also recommend that you consult with a tax advisor for complex international structures, especially if you have subsidiaries in multiple countries.
The key is to plan the structure with a professional from the start, which saves time and money later.
Frequently asked questions
What is the minimum share capital for a Dutch holding BV in 2026?
The minimum share capital is €1, which is the same as for any Dutch BV. You can set it higher if you want to reflect a larger investment.
Can I set up a Dutch holding structure completely from abroad?
Yes, you can. Intercompany Solutions offers full remote formation using a power of attorney. You do not need to travel to the Netherlands. The entire process takes 3 to 5 business days once documents are complete.
What is the participation exemption and how does it help my holding BV?
The participation exemption allows the holding BV to receive dividends from its operating BV tax-free, provided the holding BV owns at least 5% of the shares and the operating BV pays Dutch corporate tax. This reduces the overall tax burden on profits.
Do I need a separate bank account for the holding BV and the operating BV?
Yes, you need separate business bank accounts for each BV. The holding BV account should be used for dividends, share capital, and investments, while the operating BV account handles daily transactions. This separation is important for legal protection and tax purposes.
What ongoing services does Intercompany Solutions offer after the formation?
They offer accounting, VAT returns, payroll, annual account preparation, and tax return filing. They also assist with bank account applications, EORI registration, business immigration, and holding structure changes. They are a one-stop-shop for ongoing corporate compliance.