As your business grows, you inevitably face a crucial question: is my current legal structure still sufficient? You might have started with a sole proprietorship or a single private limited company (BV), but as profits rise and risks increase, relying on a single entity can leave you vulnerable.
Many entrepreneurs in the Netherlands reach a tipping point where they begin researching holding werkmaatschappij voordelen—or, the benefits of a holding and operating company structure. It is a logical next step for those seeking to secure their assets, optimise their tax position, and professionalise their enterprise.
In this guide, we break down exactly why so many business owners choose this structure and help you determine if it is the right move for your situation.
What is a Holding and Operating Company?
Before diving into the benefits, we must first clarify the terminology. In Dutch corporate law, this structure typically involves at least two private limited companies (BVs).
The Operating Company (Werkmaatschappij): Your Operational BV
The operating company is the engine of your enterprise. This is where the daily business activities take place. It is the entity that enters into contracts with clients, hires personnel, carries the inventory, and runs the risk. Whether you run a marketing consultancy, a webshop, or a construction firm, the operating company is the face of the business to the outside world.
The Holding: Your Asset Management BV
The holding company, on the other hand, usually has no commercial activities of its own. Its primary purpose is to hold shares—typically 100%—of the operating company.
Think of the holding as a protective umbrella or a safe. While the operating company is out in the rain taking risks, the holding remains dry and secure. You, as the entrepreneur, hold the shares in the holding, and the holding holds the shares in the operating company. This separation is the foundation of the holding werkmaatschappij voordelen.
7 Key Benefits of a Holding-Operating Company Structure
Why go through the administrative effort of setting up two companies instead of one? From fiscal savings to robust asset protection, here are the seven most significant advantages.
1. Limited Liability and Asset Protection
The most compelling reason to establish a holding structure is to safeguard the wealth you have accumulated. In a single BV structure, if the company faces a substantial claim or goes bankrupt, all assets within that BV are at risk—including the profits you saved up over the years.
How the holding protects you:
Imagine your operating company faces a claim of €200,000 due to a failed project or a legal dispute. If your accumulated profits are stored within that same operating company, creditors can seize those assets.
However, with a holding structure, you can periodically transfer surplus profits from the operating company to the holding via dividend payments. Once the money is in the holding, it is generally out of reach of the operating company’s creditors. Even if the operating company goes bankrupt, the capital secured in your holding remains safe.
Note: This protection applies in principle. In cases of distinct mismanagement or fraud (director’s liability), the corporate veil can be pierced. However, for standard business risks, a holding offers a robust firewall. In short: a holding protects your accumulated wealth from operational risks.
2. Fiscal Benefits: Tax-Free Dividend Distribution
One of the most attractive fiscale voordelen holding (fiscal benefits of a holding) is the participation exemption (deelnemingsvrijstelling). This rule prevents double taxation within a corporate group.
If you own shares in a BV privately and you pay yourself a dividend, you must pay substantial tax in Box 2 (currently 24.5 % in 2026 for income up to €67,000, and 33% above that). This drastically reduces the capital you have available for reinvestment.
A concrete calculation:
Suppose your operating company makes a profit of €100,000 that you wish to set aside.
- Without a holding: You pay yourself the dividend. After Box 2 tax, you are left with roughly €73,100 to invest privately.
- With a holding: The operating company pays the dividend to the holding. Under the participation exemption, this transfer is taxed at 0%. The full €100,000 arrives in the holding.
This liquidity advantage allows you to reinvest the gross amount into new ventures, real estate, or stocks within the holding, compounding your growth much faster than you could privately.
3. Fiscal Unity for Corporate Income Tax
Under Dutch law, you can treat the holding and the operating company as a single entity for corporate income tax purposes—a concept known as a “fiscal unity” (fiscale eenheid).
This is particularly useful if you have multiple operating companies with varying performance. If your consultancy BV makes a profit of €50,000, but your new software startup BV makes a loss of €20,000, you would normally pay tax on the €50,000. Within a fiscal unity, you can offset the loss against the profit. You only pay tax on the consolidated result of €30,000.
This immediate settlement of losses is a significant liquidity advantage, ensuring you do not pay tax on profits while other parts of your group are bleeding cash.
4. Flexibility in Business Transfer and Sale
Eventually, you may wish to sell your business. A holding structure makes your exit strategy significantly more tax-efficient and flexible.
If you sell the business assets (machine, client lists, inventory) directly from a single BV, the BV pays corporate tax on the profit. However, if you sell the shares of the operating company from your holding, the participation exemption applies again. The profit from the sale of shares flows into your holding tax-free.
Furthermore, having a holding allows you to sell just one part of your business (one operating company) while keeping others. This modularity is essential for entrepreneurs who want to remain active in some areas while exiting others. It facilitates a structured holding oprichten (setting up a holding) strategy for future succession.
5. Risk Spreading: Multiple Operating Companies
Entrepreneurs are often full of ideas. You might run a webshop, invest in real estate, and offer consultancy services. Lumping these disparate activities into one BV is legally risky.
If the webshop incurs a massive supplier debt and fails, it could drag your healthy real estate portfolio down with it.
By placing each activity in a separate operating company under one holding, you ring-fence the risks. If the webshop goes bankrupt, your consultancy BV and real estate BV remain unaffected. This segregation is vital for safeguarding the continuity of your broader business interests.
6. Professional Image and Credibility
While intangible, the perception of your business matters. A holding structure signals to suppliers, investors, and banks that you take your business seriously.
It demonstrates that you have thought about risk management and continuity. In negotiations for financing or partnerships, a well-structured group of companies often comes across as a more mature and stable counterparty than a single BV.
7. Wealth Accumulation and Pension Provision
For many Directors/Major Shareholders (DGA), the holding serves as a personal pension pot. As mentioned, you can move profits tax-free to the holding. Once there, you don’t have to let the money sit idle.
You can use the holding to invest in shares, provide mortgage loans to yourself (within strict fiscal limits), or purchase investment property. Because these assets are not held privately, they are not subject to the wealth tax in Box 3. Instead, the actual returns are taxed within the BV. Depending on the actual return on investment, this can be more advantageous than the private wealth tax system. This facilitates long-term wealth accumulation for your retirement.
Disadvantages and Points of Attention
To provide a balanced view of holding werkmaatschappij voordelen, we must also address the downsides. A holding structure is not free, nor is it effortless.
Higher Setup and Annual Costs
Establishing two BVs (Holding + Operating) involves double the notary fees. You should expect setup costs to range between €1,500 and €2,500. Furthermore, you are legally required to maintain separate administration for each entity. This means two annual financial statements, two corporate tax returns, and generally higher accountancy fees.
Administrative Burden
Beyond the costs, there is an administrative reality. You must treat the companies as separate entities. Inter-company loans must be documented with formal agreements and market-conform interest rates. You cannot simply “grab cash” from one company to fund the other without a paper trail.
Personal Liability is Not Eliminated Completely
While a holding limits liability, it does not grant immunity. If you, as a director, enter into obligations you know the company cannot meet, or if there is evidence of mismanagement, you can still be held personally liable.
Summary: For most entrepreneurs, the benefits of asset protection and tax deferral outweigh the costs once profits reach a certain level.
Who is a Holding Suitable For?
Is this structure necessary for every freelancer or startup? No. However, it becomes highly recommended for:
- Profitable BVs: Generally, if your anticipated profit exceeds €50,000 to €100,000 annually, the tax benefits begin to offset the additional administrative costs.
- High-Risk Sectors: If your industry involves significant liability risks (construction, medical, advice), protecting assets in a holding is crucial regardless of profit levels.
- Entrepreneurs with Assets: If you plan to purchase intellectual property, real estate, or software, holding these valuable assets in a separate entity is wise.
- Serial Entrepreneurs: If you plan to launch multiple ventures or have a clear exit strategy in mind.
For example, if you run an ICT firm making €150,000 profit a year, the ability to defer tax on dividends alone can save you thousands of euros annually in liquidity.
How Do You Set Up a Holding? Practical Steps
If you have decided that holding oprichten (setting up a holding) is the right path, here is the roadmap.
Step 1: Incorporate the Holding
You visit a civil-law notary to execute the deed of incorporation. You will need to choose a name and define the statutory goals. The minimum share capital is technically €0.01, though purely for practical banking purposes, depositing a slightly higher amount (e.g., €100) is common.
Step 2: Incorporate or Transfer the Operating Company
If starting fresh, you incorporate the operating company immediately after, with the Holding acting as the shareholder. If you already have an existing BV, you must transfer the shares to the new Holding (share transfer) or create a holding above it via a share exchange. This requires tailored advice to avoid immediate tax settlement.
Step 3: Request Fiscal Unity (Optional)
You must submit a request to the Tax Authorities to form a fiscal unity. Conditions apply, such as the holding possessing at least 95% of the shares.
Step 4: Separate Administration
Immediately open separate bank accounts for both BVs. Ensure your accountant sets up two distinct administrations.
Tip: Errors in setup can lead to tax penalties. Always engage a specialized notary and tax advisor.
Frequently Asked Questions about Holdings (FAQ)
What are the costs of setting up a holding and operating company?
The notary fees for establishing two BVs typically range between €1,500 and €2,500. Additionally, you must budget for annual recurring costs for two separate administrations, financial statements, and corporate tax returns.
Can I convert my existing BV into a holding structure?
Yes, this is possible. You can achieve this via a share transfer (selling your shares to a new holding) or a share merger. This is a complex procedure that requires a notary to ensure it is done tax-neutrally, preventing an immediate tax bill on the value of your company.
When does a holding become financially worthwhile?
As a rule of thumb, once your profit exceeds approximately €50,000 to €100,000 per year, the fiscal benefits (such as tax deferral and participation exemption) begin to outweigh the additional administrative and setup costs.
Am I always protected against liability with a holding?
In principle, yes. The holding is a separate legal entity. However, in cases of “clearly improper administration” (kennelijk onbehoorlijk bestuur), fraud, or entering obligations you know the company cannot meet, a court can pierce the corporate veil and hold directors personally liable.
Must I keep separate accounts for both BVs?
Yes, this is a legal requirement. Each BV is an independent legal entity and must have its own bank account, bookkeeping, annual accounts, and tax returns. Mixing the funds without proper documentation is legally risky.
Can I set up a holding myself or do I need an advisor?
You legally require a civil-law notary to incorporate the BVs. Furthermore, for the fiscal optimization and correct structuring of the shares, the advice of a tax specialist is highly recommended to ensure you fully benefit from the structure.
Conclusion
A holding-operating company structure offers significant advantages for the growing entrepreneur. From the fiscale voordelen holding (fiscal benefits) such as the participation exemption, to the peace of mind provided by asset protection and limited liability, it is a professional step forward.
While the costs and administration are higher than a single BV, the flexibility regarding future sales and risk management usually yields a high return on investment. Whether this structure is the right choice for you today depends on your current profit levels, your assets, and your ambitions for the future.
Are you considering holding oprichten (setting up a holding) but unsure if the timing is right?
Contact Law & More today for a no-obligation consultation. Our specialists will happily advise you on the best legal structure for your specific enterprise.