The Necessary Legal Steps to Establish a Dutch Holding Company

Intercompany Solutions has assisted countless foreign entrepreneurs throughout the years with registering Dutch companies, helping these companies to comply with all necessary laws and regulations, and providing advice and help whenever appropriate. Our goal is to incorporate a Dutch business for you smoothly and make sure you understand what you are doing, when setting up a company here. It is actually very profitable to establish a Dutch company, since it allows you to target the European market fairly easily. This can greatly expand your presence throughout the world and help you achieve solid success.

Our services are aimed at entrepreneurs who would like to start something new overseas, expand an already existing foreign business, or maybe even get into a partnership with someone who already has a presence here. We can also help you with things like taxes, legal advice, and various applications and information requests. Next to that, we have a wide network of professionals within the field. This means that we can also redirect you to someone, if you are looking for help that is outside our scope of expertise. Would you like to know more? Then feel free to contact us for more information and personal advice regarding your ambitions.

Summary: A Dutch holding company (usually a BV) serves as an umbrella for one or more operating companies. This "Parent-Subsidiary" model is the gold standard for entrepreneurs because it isolates operational risks (like lawsuits or debts) from the assets held in the parent company (like accumulated profits, IP, or real estate). To establish this correctly, you must follow a specific sequence: incorporate the Holding BV first, then have that Holding BV act as the founder of the Operating BV. This structure qualifies your business for the Participation Exemption, allowing tax-free profit transfers between the entities.

Action Step	Legal Requirement	Strategic Benefit
1. Holding Setup	Notarial Deed of Incorporation	Creates the "safe" parent entity first
2. Subsidiary Setup	Incorporation by the Holding	Ensures 100% ownership by the parent
3. KvK Registration	Registration in the Trade Register	Makes both companies legally "visible"
4. UBO Disclosure	Register Ultimate Beneficial Owners	Compliance with EU anti-money laundering laws
5. Financial Split	Separate bank accounts per entity	Maintains the "corporate veil" for liability protection

What is a Dutch holding company?

When you start looking into setting up a business in the Netherlands, it is very tempting to focus immediately on various formalities. People tend to worry about registration, taxes, documents, and whether they are doing things in the right order. That makes sense, but it is not where the process really begins. The first step is deciding how you want your business to be structured. For many entrepreneurs, especially those who plan to grow, invest, or hold multiple activities, a Dutch holding company turns out to be a great and practical solution. This structure is used widely in the Netherlands, and not only by large groups but also by smaller businesses that want to stay flexible. Typically, a holding corporation does not manage day-to-day activities. Instead, it holds the shares in one or more running firms and retains things like profits, investments, or intellectual property at a separate level.

At first, this can sound like you are adding complexity to something that could be simpler. In practice, many entrepreneurs actually experience the opposite. By separating ownership from operations, you create a clearer overview and reduce certain risks. For example, if an operating company runs into problems, the assets held at the holding level are better protected. The same applies when you want to bring in a business partner, start a new activity, or sell part of the company later on. These are not rare situations, and they are much easier to handle when the structure is already in place. Do note that a Dutch holding company comes with legal steps that must be followed carefully. The Dutch legal system is structured and consistent, which means there is little room for improvisation. Once you understand how the steps fit together, the process becomes predictable and manageable rather than overwhelming.

The basic structure of a Dutch holding company

Before getting into the individual legal steps, it is useful to pause for a moment and look at the structure behind a Dutch holding company. In most cases, this type of company is set up as a private limited liability company, better known as a BV. This is the standard business form in the Netherlands, and for good reason. It is flexible, well understood, and supported by clear legislation. One significant element of a BV is that it is its own legal entity. Put another way, the business is independent of you as an individual. Many entrepreneurs only really appreciate this once they start doing business, because it creates a clear line between private assets and business risks.

So, in a holding structure, there is usually more than just one company involved. You can look at it like this: the operating business performs the actual daily business activities, and the holding company owns the shares of all underlying operating companies. Daily business activities are various, which means that in addition to things like signing contracts and managing day-to-day operations, the operating firm also deals with clients. At the same time, the holding company concentrates on things like ownership, control, and long-term choices while remaining more ‘behind the scenes.’ Even though all these companies are connected, Dutch law treats them as separate entities. This is not just a formality, since it affects how the companies are incorporated, how they are registered, and how responsibilities are divided. Both companies must be established correctly, and the sequence matters, especially when shares are issued or transferred early on. This may sound strict, but it prevents misunderstandings later. When the structure is obvious from the outset, controlling growth, risks, and profitability becomes substantially easier.

1. Deciding whether a holding structure is right for your situation

Before jumping into legal steps and paperwork, it is worth taking a moment to ask a very simple question: do you actually need a holding company? In the Netherlands, holding structures are popular, but that does not automatically mean they are also the right choice for everyone. A holding company is mainly about planning ahead. It works best when you expect your business to grow, change, or branch out over time. If you want to set up one company, run one activity, and keep things relatively straightforward, a single BV can already be perfectly sufficient. Many entrepreneurs start that way and do just fine. A holding structure becomes interesting when you think a bit further than the first year or two. 

For example, if you want to start multiple activities, work with partners, or keep profits safely out of day-to-day business risks, a holding company can add real value. This option makes it possible for you to separate ownership from daily operations, which often creates more peace of mind. This is especially important for foreign entrepreneurs who want a stable and, at the same time, flexible setup from the start, without the necessity to have to restructure later. That said, you need to keep in mind that a holding company is not a ‘magic’ solution in any way. It comes with tasks such as extra administration, additional registrations, and (unfortunately) slightly higher costs. But these are not reasons to avoid choosing this structure. They are rather things to be well aware of. The key is balance, and the goal is not to build the most complex structure possible, but one that fits your plans and your way of doing business. Thinking this through early often saves time, money, and frustration later on.

2. Choosing the right legal structure and shareholding setup

Once you move past the decision to use a holding structure, the next question is a very practical one: what should that structure actually look like? This is usually the point where entrepreneurs pause, because there is no single ‘correct’ setup. The most common option is a personal holding company. In that case, you own the holding BV yourself, and the holding BV owns the operating company. It sounds abstract, but it is simply a way of placing ownership one step above daily business activities. In other situations, for example, when there are multiple founders or an existing company involved, a corporate holding structure may make more sense. The difference is mainly about who owns the shares and how control is divided, not about better or worse choices.

You also need to think about how many operating companies you will need, now and later. Some businesses start with just one operating BV and keep it that way for years. Others already know they will separate activities, risks, or markets into different companies. A holding structure makes that easier, but only if it is planned properly. Shared ownership and things like voting rights are part of this choice too. It is not just about facts on paper, but about who can make decisions and under which conditions. These choices are often flexible at the start, but become harder to change once everything is up and running. That is why spending time on this step early on usually pays off. A clear structure now saves explanations, adjustments, and legal work later. Once you have figured this all out, the next step is going to a Dutch notary. 

3. Preparing for the notarial deed of incorporation

At some point, every Dutch company formation runs into the same unavoidable step: the notary. In the Netherlands, a BV can only be incorporated through a civil-law notary, and that includes holding companies. This often surprises foreign entrepreneurs, especially those used to online incorporations in other countries. In practice, the notary’s role is not to make things complicated (although it may seem like that at the beginning) but to make sure everything is legally sound from the start. For example, the notary checks things like the identity of the founders, verifies the structure you have chosen, and drafts the deed of incorporation. This ‘deed’ is the official document that brings the company into existence. Without it, the company simply does not exist in a legal sense. As we already explained before, a BV is a separate entity, and that is exactly what a notary brings into being.

To prepare for this step, you will need to provide some basic information. This usually includes details about the shareholders, directors, the planned activities of the company, and the share structure. For holding companies, it is especially important that the relationships between the holding and the operating company are described correctly. The good news is that you do not have to figure this out on your own! Most of the preparation happens before the appointment, and much (often all) of it can be done remotely. In many cases, foreign entrepreneurs never even have to visit the Netherlands in person for the incorporation. Once the deed is signed, the notary arranges registration with the Dutch Trade Register. From that moment on, the holding company officially exists and can start operating.

4. Drafting and signing the articles of association

Alongside the deed of incorporation, every Dutch holding company needs Articles of Association. This sounds heavier than it is. In simple terms, the Articles of Association are the internal rules of the company. They describe how the company is structured, how decisions are made, and what rights and obligations shareholders and directors have. Many entrepreneurs assume this is standard paperwork that can be copied from a template, but for a holding company, this document deserves a bit more attention. The way your holding interacts with its operating companies, how shares can be transferred, and how voting rights work are all influenced by what is written in these Articles. For example, the Articles can determine whether shares can be sold freely or only with approval from other shareholders. They can also set rules for appointing or dismissing directors, which becomes especially relevant when multiple people are involved. 

In a holding structure, flexibility is often key. You may not need complex rules today, but having some room to change things later can make a big difference. This is why generic templates sometimes fall short. They are designed to fit everyone, which often means they fit no one particularly well. The Articles of Association are created and signed as part of the notarial process; therefore, this is the moment to create them properly. Later modifications are feasible, although they typically call for a new notarial deed. It is sometimes possible to avoid future disputes, modifications, and additional expenses by devoting a little more time to this phase during incorporation. Long after the paperwork is completed, it is one of those choices that helps your company.

5. Registering the holding company with the Dutch Chamber of Commerce

After the company is incorporated by the notary, there is still one step that makes it officially ‘real’ in daily business terms. The holding company needs to be registered with the Dutch Trade Register, which is run by the Chamber of Commerce, better known as the KvK. This part often feels like an administrative task, and honestly, that is because it mostly is. Still, it matters more than people expect. The Trade Register is where others check who you are doing business with, who owns the company, and who is allowed to act on its behalf. Until the company appears there, it remains largely invisible. Next to that, it is actually required by law to register your company to make it official.

In most cases, the notary submits the registration right after the deed of incorporation is signed, so you do not have to file anything yourself. What is registered is fairly basic information: the company’s name, its address, the directors, and the ownership structure. Some of that information is public, which is normal in the Netherlands and part of how the system works. When a holding structure is involved, the link between the holding company and the operating company is also recorded. This helps prevent confusion later on. If something is incorrect or incomplete, it often shows up at inconvenient moments, for example, when opening a bank account or dealing with tax authorities. Getting this step right from the beginning does not feel exciting, but it does save time and frustration down the line.

6. Setting up the operating company under the holding structure

The operating company, which will actually run the business, should only be established once the holding company has been established and duly registered. This is the business that manages daily operations, signs contracts, and sends out invoices to clients. In legal terms, the operating company is usually also a BV, although it plays a totally different role from the holding. The operating firm is all about action, whereas the holding company concentrates on ownership and long-term structure. The key point here is timing. When a holding structure is used, the operating company should be incorporated in a way that clearly reflects the ownership by the holding company. That can be done either by having the holding company subscribe to the shares from the start or by transferring the shares shortly after incorporation.

This way of handling things matters more than many foreign entrepreneurs expect. For example, if the order of incorporation is wrong, or if the share transfer is not documented correctly, it can lead to extra paperwork or even tax problems later on. That is why this step is usually planned together with the notary from the beginning. In practice, it often feels like a repeat of the first incorporation, but with one important difference: the shareholder is now a company instead of a person. Once the operating company is set up, the structure is complete and ready to be used. From that moment on, profits can flow to the holding company, risks stay largely within the operating company, and future expansions can be added without reshaping the entire setup. It is a technical step, but one that makes the whole holding structure actually work.

7. Tax registration and compliance requirements

Taxes are generally something that isn’t popular amongst entrepreneurs, especially when setting up a company in a new country. It’s sometimes hard to understand tax laws in your own country, let alone a different one. The good news is that tax registration in the Netherlands follows a clear and fairly logical process, even if it looks intimidating on paper. Once your holding company and operating company are incorporated, they need to be registered with the Dutch tax authorities. This generally involves taxes such as corporate income tax and, in many cases, value-added tax, which is internationally better known as VAT. Which taxes apply to your company depends on what the operating company actually does. Not every company needs VAT registration immediately, and not every holding company is active from a tax perspective right away. If you are both a shareholder and a director, there is also the matter of payroll tax. In the Netherlands, directors of a BV are usually required to pay themselves a salary, known as the customary salary. 

The purpose of this regulation is to stop businesses from evading income taxes by disbursing all profits as dividends. It seems harsh, but in practice there is room for negotiation, especially in the initial phase. The most important thing is that the framework is properly put up from the beginning. Once the tax authorities know who you are, what the companies do, and how they are related, the system becomes much easier to administer. The biggest mistake entrepreneurs make with taxes is postponing them mentally. Ignoring registrations or delaying setup rarely makes things simpler. Taking care of tax registration early creates clarity and avoids unpleasant surprises later. It may not be the most exciting part of building a business, but once it is handled properly, saves you a lot of time and issues. Intercompany Solutions can assist you with all tax-related matters, making it easier for you to focus on your daily business activities.

8. Banking, capital requirements, and financial setup

After the legal and tax side of things is sorted, attention usually shifts to something much more tangible: money and banking. Opening a business bank account is a practical requirement in the Netherlands, especially when you are working with a holding structure. Each company, both the holding and the operating company, should have its own bank account. Mixing finances may seem convenient at first, but it almost always leads to confusion later on. Banks will also expect a clear explanation of how the companies are connected and what each one does. This is normal, as Dutch banks are required to understand the structure and purpose of the businesses they work with. The Netherlands maintains rather straightforward capital requirements. It is possible to incorporate a BV with relatively little share capital. Since the start of the so-called ‘Flex-BV,’ this is typically just one euro. This makes establishing a Dutch BV much more accessible to people.

Furthermore, financial planning cannot be disregarded even though this lowers the barrier to establishment. The holding company should be able to operate on its own, and the operational firm still requires sufficient capital to carry out daily operations. Keeping finances separate helps maintain a clear outlook and makes accounting much easier. Banking is often the step that tests people’s patience the most, especially if you are setting things up from abroad. Questions from the bank are normal, and requests for extra documents are part of the process, even when everything is in order. Although it may feel slow, this does not indicate a problem. Once the accounts are approved and operating, the day-to-day side of the holding structure becomes considerably easier to administer. From that point on, payments, bookkeeping, and reporting fall into a pattern, and the setup starts to feel less like a project and more like a real business.

9. Common pitfalls to avoid when opening a holding company in Holland

The bulk of difficulties with Dutch holding companies are not the consequence of willful misdoings. They usually come from moving too fast, or from thinking that everything will work itself out in due time. One common example is the order in which companies are incorporated. Entrepreneurs may start with the operating company and just think about the holding company later due to a sense of urgency. Although such techniques typically work in principle, they often result in additional steps in practice. Shares need to be moved, records updated, and queries answered that could have been avoided with a bit more preparedness upfront. Another area where things often get messy is the share structure. At the start, ownership feels straightforward, especially if you are doing everything alone. 

But businesses change. Partners join, investors appear, or plans shift. If voting rights and decision-making power were never clearly thought through, those changes suddenly become harder than expected. What once felt flexible can start to feel restrictive. This is not something overly dramatic, but it is inconvenient and usually more expensive to fix later. A third pitfall shows up in everyday administration. Using one bank account for multiple companies or paying expenses across entities might feel harmless in the beginning. Many people do it “just for now.” The problem is that “for now” has a habit of becoming permanent. Once the line between holding and operating company fades, clarity disappears with it. Finally, some entrepreneurs underestimate that a holding structure needs attention over time. It is not difficult to manage, but it does need to be managed. Staying on top of obligations keeps the structure helpful instead of heavy.

How can we help you with incorporating a company?

Intercompany Solutions has assisted hundreds of foreign entrepreneurs from over 50 different nationalities. Our clients range from small one-person startups to multinational corporations and everything in between. Our processes are aimed at foreign entrepreneurs, and, as such, we know the most practical ways to assist with your company registration. We can assist with the full package of company registration in the Netherlands, either ourselves or via trusted and professional partners we work closely with:

• Company establishment in the Netherlands
• Application for a VAT or EORI number
• Application for foreign VAT numbers
• Startup assistance
• Accounting services
• Administrative services
• Secretarial services
• Legal assistance
• Payroll administration
• Tax services
• OSS returns
• Intra-Community transactions declarations (ICP)
• Acquiring an Article 23 license
• Obtaining E-herkenning for your company
• Acquiring or closing G-accounts
• Transfer of shares
• Dutch company closures
• General business advice

We are constantly improving our quality standards to continually deliver impeccable services.

How Intercompany Solutions can assist you with setting up a Dutch holding company

Since we have many years of experience with the establishment of Dutch businesses, we can easily set up your holding company in just a few business days. Almost all of our clients typically choose to establish a BV, in many cases also in the form of a holding structure. A BV offers many benefits and also offers you professionalism, since it is seen as a statement of success. If you would like to discuss the options that are available to you, or need personal advice about expanding to the Netherlands, feel free to give us a call. It is also entirely possible to establish a Dutch subsidiary that falls under your already existing foreign holding company; you can read more about that here. We will always help you in the best way we possibly can.