Holding and corporate structuring
Meeting the Dutch substance requirements
Which Dutch substance test reaches your BV or its foreign parent, where the gaps are, and a build plan your people carry out.
- Ten presence items for a finance or IP BV
- Wage cost of at least EUR 100,000
- An office for at least 24 months
- Planning only: your board, staff and office
Substance planning for a Dutch structure
We work out which substance test reaches a Dutch besloten vennootschap (private limited company) used as a holding company in the Netherlands, a finance or IP BV, or the foreign parent behind it. Then we plan how your own board, staff, office, bank accounts and books meet it.
For a group's adviser or a founder planning a holding. We plan; your group hires and leases, and no director or nominee comes from us. One dated point: the EU Unshell proposal (ATAD 3) was never adopted, and the European Commission listed it for withdrawal in October 2025.
What's included
Planning and set-up support only. No director, nominee or power of attorney (licensed trust services, Wtt 2018), no address, no ready-made company.
Entity and flow classification
Holding only, intra-group finance or licensing, or a foreign recipient of Dutch payments. The answer decides which of the three lists applies.
Gap analysis, item by item
Every item of the applicable list checked against your facts, including real risk and equity for a finance BV (art. 8c Wet Vpb).
Board design
At least half of the statutory, decision-making members living in the Netherlands and able to decide on the transactions. You recruit or relocate; a notary amends the articles where needed.
Payroll and employer plan
Employer registration and the loonheffingennummer (payroll taxes number), planned so the wage cost of the finance or licensing work reaches the floor.
Office plan
An office with the usual facilities, committed for at least 24 months, where the work is actually done.
Bank accounts and books
The main bank accounts and the bookkeeping kept in the Netherlands, two items of the list. We prepare the bank's onboarding file.
Governance calendar and minutes
Board meetings in the Netherlands, decisions taken and minuted there: evidence for the decision items and for Dutch tax residence (art. 4(1) AWR).
Declarations and yearly review
The presence declaration in the tax return, the exemption declaration within one month of a dividend, and a re-check each 1 January, when the jurisdiction list resets.
Three tests, three different subjects
There is no single Dutch list: the entity and the payment decide which applies. Older hybrid set-ups are covered in the CV/BV structure guide.
A Dutch finance or IP BV
Mainly receives and pays intra-group interest, royalties, rent or lease payments. It meets ten presence items in the Netherlands and declares them in its tax return (art. 3a of the international assistance decree).
A foreign parent receiving Dutch dividends
The dividend tax exemption needs an EU, EEA or treaty-state parent with a 5 percent holding, beneficial ownership and no artificial arrangement, plus eight conditions in its own state (art. 1bis).
A foreign recipient of interest, royalties or dividends
The conditional withholding tax reaches listed low-tax states and artificial conduits anywhere. Same eight conditions, wage cost EUR 100,000 times the country factor (art. 2). Detail: our guide to the Dutch conditional withholding tax on interest and royalties.
A pure holding BV
Outside the presence list, because holding participations is left out of that test. It still needs real management in the Netherlands for its residence and for a fiscal unity in the Netherlands (art. 15(4)(c) Wet Vpb).
A foreign holder of a substantial interest (aanmerkelijk belang) and a controlled foreign subsidiary carrying on a substantial economic activity have their own statutory safe harbours (art. 17(5) and 13ab(11) Wet Vpb).
How the substance is built, step by step
Who acts, and a duration only where a statute or government page sets one.
Classify the entity and the flows
Holding only, finance or licensing, or a foreign recipient; the list follows. Who: us, with your tax adviser.
Gap analysis
Item by item against that list. A finance BV needs equity at risk of at least the lower of 1 percent of the loans or EUR 2,000,000 (art. 8c Wet Vpb). Who: us.
Board and registration
At least half of the decision-making members resident and competent; you recruit or relocate. A new director is registered at the KVK within one week (art. 20 Hrw 2007). Who: you, the notary, the BV.
Employer registration and payroll
The BV registers as an employer before the first hire; the wage cost reaches the floor. Payroll can run through our Dutch payroll company service. Who: the BV, with the Belastingdienst.
Office
An office with the usual facilities where the work is actually done, for at least 24 months. Who: you sign the lease.
Bank accounts and books
Main accounts opened and books kept in the Netherlands. Approval often takes 2 to 8 weeks (business.gov.nl, indicative). We prepare the file for a Dutch corporate bank account. Who: you, the bank, a bookkeeper.
Governance calendar
Meetings, decisions and minutes in the Netherlands, by members who actually decide. Who: the board, ongoing.
Declarations and yearly review
Presence declaration with the tax return; exemption declaration within one month of a dividend; the list re-read each 1 January. An APA or ATR goes through our holding structure tax service and needs economic nexus (ruling decree). Who: the BV; us.
Statutory time Practice estimate
- Classify entity and flowsNetherForm Group, with your tax adviserNo official time is published
- Gap analysis against the listNetherForm GroupNo official time is published
- Board and registrationThe client and its board, the notaris, KVKDirector registered at the KVK within 1 week (art. 20 Hrw 2007)
- Employer registration and payrollThe BV, with the BelastingdienstNo official time is published
- OfficeThe client signs the leaseCommitted for at least 24 months
- Bank accounts and booksThe client, the bankApproval often 2 to 8 weeks (indicative)
- Governance calendarThe board, ongoingNo official time is published
- Declarations and yearly reviewThe BV, NetherForm GroupExemption declaration within 1 month of a dividend; list reset each 1 January
Not sure which of the three tests your structure has to meet?
Send us the group chart and the planned flows. We show which test reaches which entity, and where the gaps are.
Documents we will ask for
What we ask for at the start.
- Group chart, with planned payment flows by type and recipient state
- Intercompany agreements: loans, licences, leases
- The last annual accounts of the BV and of the parent
- Current board composition, and who decides on the transactions
- For each resident board member: where they live, proof of expertise
- Planned employees or seconded staff, and their finance or licensing tasks
- The office lease: its term and its facilities
- Bank onboarding set: IDs, KVK proof, UBO data, articles, shareholders' register
- For a foreign recipient: the same evidence from its own state
The substance lists compared, item by item
The service BV's statutory list beside the two foreign safe harbours, each with its article.
Art. 3a and art. 2 in force from 1 January 2021, art. 1bis from 1 July 2024. Country factor: 100 percent for Belgium, Germany, Luxembourg and others, 50 for Bulgaria and Romania, the rest by the annex. Condition (g) of the recipient's list names interest and royalties only.
| Item | Dutch finance or IP BV (art. 3a(7) decree) | Foreign parent, dividend tax exemption (art. 1bis) | Foreign recipient, conditional withholding tax (art. 2) |
|---|---|---|---|
| Board | At least half of the statutory, decision-making members live or are established in the Netherlands | At least half live in the parent's own state | At least half live in the recipient's own state |
| Competence | Resident members able to decide on the transactions and see to their settlement | The same, in its own state | The same, in its own state |
| Staff and decisions | Qualified staff; board decisions taken in the Netherlands | Qualified staff; decisions taken in its own state | Qualified staff; decisions taken in its own state |
| Bank and books | Main bank accounts and bookkeeping in the Netherlands | In its own state | In its own state |
| Wage cost | At least EUR 100,000 for the finance or licensing activity, no country factor | At least EUR 100,000 times the country factor | At least EUR 100,000 times the country factor |
| Office | At least 24 months, usual facilities, work actually done there | At least 24 months, in its own state | At least 24 months, in its own state |
| Risk and equity | Real risk under art. 8c(2) Wet Vpb, equity appropriate to it | Not among the eight conditions | Not among the eight conditions |
| How it is checked | Declaration in the corporate income tax return, for the whole year | The Dutch BV declares within one month of the distribution; beneficial ownership made plausible | The withholding agent's return per calendar year |
| Effect of meeting it | The return's questions answered without reservation; no failure data | A presumption the inspector can rebut (art. 4(12) Wet DB 1965) | Outside it, the recipient or the payer must make the contrary plausible (art. 2.1(6) Wet bronbelasting 2021) |
| If not met | Failure data and the treaty and directive claims, for international exchange (art. 8(5) of the international assistance act) | Dividend tax at 15 percent (art. 5 Wet DB 1965) | 25.8 percent in 2026, credited against dividend tax on the same dividend |
Problems we solve
- "Our substance file cites an old ruling list"
The statutory list has ten items in art. 3a(7), in force since 2021. Since 22 December 2023, rulings turn on economic nexus (ruling decree), not a numbered list.
- "A registered address should be enough"
The office item asks for usual facilities where the work is actually done, for at least 24 months. An address or virtual office alone does not meet it; we plan a real lease.
- "We were offered a nominee director"
Acting as director for a client needs a DNB licence and offering it is prohibited (Wtt 2018), base fine EUR 2,500,000 (art. 49). A nominee who does not decide also fails the competence item. We plan; you appoint.
- "Dividends to our parent now meet a new tax"
Since 1 January 2024, dividends to a listed-state parent or an artificial conduit bear the 25.8 percent conditional withholding tax. Dividend tax is credited (art. 5.2 Wet bronbelasting 2021), so not 40.8. Every director is jointly liable, resident or not.
- "We tick every box, so we are safe"
Meeting the conditions is a presumption the inspector can rebut (art. 4(12) Wet DB 1965). Missing one shifts the burden to you; valid commercial reasons can still be shown. The treaty principal purpose test applies on top.
Was your structure set up before dividends came under the conditional withholding tax?
Dividends are inside it since 1 January 2024. We re-check the recipient against the eight conditions and the 2026 list.
Who plans your substance
Sanne Kuipers, Group structuring and tax lead, Amsterdam. Dutch, English, Spanish.
From our practice: three checks open every substance file, in order. Which entity the test is about, the BV or its foreign parent; the minutes against the decision items; the lease term against the 24 months. The notaris amends the articles, the KVK registers the director, the Belastingdienst receives the declarations.
Related services and guides
- Setting up the holdingThe BV itself, set up as a , with its subsidiaries beneath it.
- Structure and rulingsStructure design, treaty review and any APA or ATR request, through .
- Running the payrollThe payroll behind the wage-cost item, through our service.
Frequently asked questions
Can you provide the Dutch resident director or a nominee for our BV?
No. Acting as director for a client is a trust service that needs a DNB licence, and offering it is prohibited (art. 1(1) and 3(4)(a) Wtt 2018). Your group hires its own resident board member or relocates an executive; we plan the board. A nominee who does not decide on the transactions also fails the competence item.
Is a registered address or a virtual office enough to meet the substance requirements?
No. For a Dutch finance or IP BV, the office item asks for an office in the Netherlands with the usual facilities, where the work is actually carried out, available for at least 24 months (art. 3a(7)(h)). A foreign recipient's safe harbour asks the same in its own state. An address on its own meets neither.
If we meet every condition, are our treaty and directive benefits guaranteed?
No. Meeting the safe-harbour conditions creates a presumption that the inspector can rebut (art. 4(12) Wet DB 1965), and the principal purpose test the Netherlands chose under the multilateral instrument applies to treaty claims on top. Missing a condition shifts the burden to the taxpayer, who may still show valid commercial reasons. We never promise a benefit.
Do we really need EUR 100,000 of payroll in the Netherlands?
For a Dutch finance or IP BV within the presence list, the wage cost for that activity must be at least EUR 100,000, with no country factor (art. 3a(7)(g)). The decree does not say the staff must be on the BV's own payroll. A foreign recipient meets EUR 100,000 times its country factor, in its own state.
Must half of our directors live in the Netherlands?
Dutch company law sets no residence requirement for BV directors (art. 2:242 BW). The substance list does: for a Dutch finance or IP BV, at least half of the statutory, decision-making board members live or are actually established in the Netherlands and have the knowledge to decide on the transactions (art. 3a(7)(a) and (b)).
What happens if our BV fails one of the requirements?
It states in its corporate income tax return which requirements it fails, supplies the data to assess them and lists the treaty and directive claims it made or could make, with the payers' names and addresses (art. 3a(4)). None of this is needed without such a claim. The data serve the international exchange of information.
What does failing cost on dividends, interest and royalties?
If the dividend tax exemption fails, dividend tax is 15 percent of the proceeds (art. 5 Wet DB 1965). Where the recipient sits in a listed low-tax state or is an artificial conduit, the conditional withholding tax is 25.8 percent in 2026, dividends included since 1 January 2024, and every director is jointly and severally liable.
Does a pure holding BV have to meet the substance list?
Not the presence list: activities connected with holding participations are left out of that test. A holding BV still needs real management in the Netherlands for its tax residence (art. 4(1) AWR) and for a fiscal unity (art. 15(4)(c) Wet Vpb), and its foreign parent needs substance for the dividend tax exemption.
How long must the office be available?
For at least 24 months, with the usual facilities and actually used for the work. The same period applies to a Dutch finance or IP BV under the presence list (art. 3a(7)(h)) and to a foreign recipient claiming the conditional withholding tax safe harbour, there in its own state (art. 2(h) of the 2021 regulation).
How quickly can substance be built, and what does it cost?
A new director is registered at the KVK within one week of the change, and a bank account often takes 2 to 8 weeks. The office commitment runs 24 months from the start; recruitment has no published time. No state fee attaches to substance itself; an added entity costs EUR 85.15 to register (2026). Our fee is on request.
Is ATAD 3 (the Unshell directive) in force?
No. The European Commission proposed it as COM(2021) 565 on 22 December 2021, and it was never adopted. In its 2026 work programme, dated 21 October 2025, the Commission listed the proposal for withdrawal (Annex IV, item 4). EUR-Lex still shows the procedure as ongoing, with no adoption step.
Can a Dutch BV lose its Dutch tax residence without substance?
Under Dutch law a BV stays a Dutch corporate taxpayer by incorporation (art. 2(5) Wet Vpb). Otherwise residence is judged by the circumstances (art. 4(1) AWR). A tax treaty tie-breaker can make the BV resident where it is actually managed, which costs a fiscal unity and can cost treaty benefits under the principal purpose test.
What are the Dutch substance requirements?
There is no single list. A Dutch finance or IP BV declares ten presence requirements in its corporate income tax return (art. 3a(7) of the international assistance decree). A foreign parent receiving Dutch dividends, or a foreign recipient of interest, royalties or dividends, meets eight safe-harbour conditions in its own state (art. 1bis and art. 2).
Is a Dutch holding company taxable?
Yes. A company incorporated under Dutch law is a Dutch corporate taxpayer by incorporation (art. 2(5) Wet Vpb). Dividends and gains from a qualifying participation of at least 5 percent are left out of its taxable profit under the participation exemption. Its own distributions to a foreign parent meet dividend tax at 15 percent unless the exemption applies.
Send us your group chart and your board list
With the planned flows and each recipient's state. We return which test applies to which entity and where the gaps are.