The Netherlands: A Premier Holding Company Jurisdiction
The Netherlands has long been a preferred destination for international businesses seeking to establish holding structures. Its strategic location, business-friendly tax regime, and robust legal framework make it an ideal choice for multinational corporations, family offices, and investment funds looking to structure their global operations efficiently.
Aside from tax planning, Dutch holding companies can also serve as an effective vehicle for asset protection. By holding shares, intellectual property, or other valuable assets in a separate entity, business owners can safeguard them from operational risks, liabilities, or potential legal claims linked to their active businesses. Unlike tax-driven structures that require substance in the Netherlands to benefit from treaty advantages, asset protection does not impose the same requirements. This makes a Dutch holding company a flexible solution for entrepreneurs and investors looking to structure their business assets securely while maintaining control over their investments.
In this article, we will explore:
- The advantages and disadvantages of a Dutch holding company.
- A comparison with other jurisdictions.
- Substance requirements and compliance.
- The process for setting up a Dutch holding company.
- How Bolder Launch can assist in navigating this process.
Advantages of a Dutch Holding Company
- Tax Efficiency & Treaty Network
- The Netherlands has one of the largest networks of double tax treaties, reducing withholding taxes on dividends, interest, and royalties.
- The participation exemption allows Dutch holding companies to receive dividends and capital gains tax-free, provided certain conditions are met.
- Stable & Business-Friendly Legal Environment
- The Dutch legal system provides strong investor protection and corporate governance flexibility.
- A Dutch BV (Besloten Vennootschap) offers limited liability for shareholders.
- No Capital Gains Tax on Share Sales
- Selling shares in a subsidiary is exempt from Dutch capital gains tax if the participation exemption applies.
- Strategic Location & Reputation
- The Netherlands is an EU member with access to European markets and enjoys a reputation as a reliable jurisdiction for international business.
- Robust Banking & Financial Services
- Dutch banks are accustomed to international business, making corporate banking more accessible for compliant entities.
- Flexible Corporate Structure
- The Dutch BV can be structured with minimal formalities, allowing for single-director, single-shareholder setups with minimal capital requirements (€0.01).
Disadvantages & Considerations
- Substance Requirements
- To benefit from tax treaties and avoid classification as a letterbox company, the holding must meet Dutch substance requirements (explained below).
- Withholding Taxes on Dividends (Limited Cases)
- While dividends to EU/EEA and treaty countries can often be exempt, certain distributions may be subject to the 15% Dutch withholding tax.
- Increased Compliance Costs
- Dutch BVs are subject to mandatory bookkeeping, tax filings, and corporate governance obligations.
- A holding company may need a Dutch director, local office, and tax registration to ensure compliance.
Comparison: Netherlands vs. Other Holding Jurisdictions
| Feature | Netherlands | Luxembourg | Switzerland | Ireland | UK |
| Participation Exemption | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes |
| Corporate Tax Rate | 15-25.8% | 17% | 11.9-21% | 12.5% | 25% |
| Dividend Withholding Tax | 15% (Exemptions Apply) | 0% | 35% | 0% | 0% |
| EU Member | ✅ Yes | ✅ Yes | ❌ No | ✅ Yes | ✅ Yes |
| Tax Treaty Network | ✅ Strong | ✅ Average | ✅ Average | ✅Average | ✅Strong |
| Economic Substance Requirements | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes |
| Holding Reputation | ✅ Excellent | ✅ Good | ✅ Good | ✅ Good | ✅ Good |
The Netherlands competes strongly with Luxembourg and Ireland but offers a more stable and transparent regulatory framework, making it an attractive choice for international structuring.
Dutch Substance Requirements
For a holding company to be recognized as a Dutch tax resident, it must have sufficient substance in the Netherlands. The Dutch tax authorities evaluate this based on:
✔️ Board Meetings Held in the Netherlands – Decisions must be made locally.
✔️ Majority of Directors Residing in the Netherlands.
✔️ Adequate Office Space & Address – Not a mere virtual or mailbox presence.
✔️ Dutch Bank Account – Transactions processed through a Dutch bank.
✔️ Minimum Annual Expenses – Covering operations and administration.
✔️ Dutch Employees (Optional but Beneficial) – Strengthens economic presence.
Failure to meet substance requirements could lead to denial of tax benefits or being classified as a shell company.
Steps for Setting Up a Holding Company
- Step 1: Choose the Legal Structure
- The most common form is a BV (Dutch private limited company).
- Step 2: Incorporation Process
- Draft & Notarize Articles of Association.
- Appoint Directors & Shareholders.
- Register with the Dutch Chamber of Commerce (KVK).
- Obtain a Dutch Tax ID (RSIN Number).
- Step 3: Open a Corporate Bank Account
- A local Dutch bank or European fintech solution is required.
- Step 4: Fulfill Substance Requirements
- Arrange for a local address, management, and compliance.
- Step 5: Tax Registration & Compliance
- File for VAT (if applicable) and corporate tax registration.
- Ensure annual financial statements and compliance filings.
How Bolder Group Can Help
At Bolder Launch, we specialize in guiding international entrepreneurs and corporations through the entire Dutch company setup process. Our services include:
- Company Incorporation – Full BV registration & notarial setup.
- Corporate Secretarial Support – Ongoing compliance & board meeting organization.
- Tax & Accounting – Filing corporate tax, VAT, and financial statements.
- Substance Solutions – Local directorship & office space recommendations.
- Bank Account Assistance – Facilitating account opening with local & international banks.
- Legal & Corporate Structuring – Optimizing your holding company structure for efficiency.
Why Choose Bolder Launch
- Expert Local Knowledge
Located in the Netherlands, we have in-depth knowledge of Dutch laws, tax systems, and compliance requirements. Everything is handled in-house, so you never have to worry about third-party delays or miscommunications. - Focus on Your Core Business
Let us handle the complex tasks while you focus on growing your business and driving revenue.
Conclusion
With Bolder Launch, you can focus on growing your business while we take care of the complexities of setting up a holding company. Our dedicated team is here to provide the expertise and support you need to navigate Dutch jurisdiction with ease.
Please contact us at launch@bolderlaunch.com / corporate@bolderlaunch.com or +31 76 230 0011 to learn more about how we can help expand your business in the Netherlands. We are more than happy to assist with guidance!
The publication has been prepared for general guidance on matters of interest only and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No presentation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, Bolder Launch B.V., its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting or refraining to act in reliance on the information contained in this publication or for any decision based on it.
