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Setting Up a BV and Holding Together: Costs, Notary and Timeline Explained

Thinking of setting up a BV with a holding in the Netherlands? Explore the costs, notary process and timeline to decide if the structure suits you.

Jul 15, 2026

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16 mins

Intro

Most founders setting up their first BV eventually ask the same question:

"Should I also set up a holding company?"

The answer is far more important than many entrepreneurs realise, because the best moment to make this decision is before your appointment with the notary, not after your business has already been operating for a few years. Adding a holding structure later can easily cost €1,500 to €3,000 in additional notary and advisory fees. If your existing BV has already built up significant value, it may even trigger substantial Box 2 tax on the increase in value of your shares. Making the right decision from the start can save tens of thousands of euros later.

Why the Timing of This Decision Matters More Than Most Founders Realise

Many entrepreneurs only start thinking about a holding structure once their business begins generating healthy profits.

Unfortunately, by that point it is often much more expensive to implement.

The ideal moment to decide whether you want a holding company is before the incorporation of your first BV, while the ownership structure can still be established correctly from day one.

Adding a holding to an existing company later involves far more than simply incorporating another BV.

In most situations, the process requires:

Incorporating a new holding BV through a second notarial deed.
Transferring the shares of the existing operating BV to the new holding.
A formal valuation of the operating company by an accountant or tax adviser.
Potential Box 2 taxation on the increase in value of the transferred shares.

Imagine your operating BV has grown to a market value of €200,000.

If you originally incorporated the company with only a nominal share capital and later transfer those shares into a newly created holding, the increase in value may be treated as a taxable disposal.

Depending on the circumstances, that can result in approximately €49,000 in Box 2 tax, in addition to the legal and advisory costs of restructuring.

By comparison, incorporating a holding alongside your operating BV from the beginning often adds only €200 to €500 to the notary's invoice when using an online incorporation provider.

The exact difference depends on the provider you choose, but for many founders the decision costs only a few hundred euros today, while postponing it could become ten or even fifty times more expensive later.

For entrepreneurs expecting their business to grow steadily, the question should therefore be answered once, and answered correctly, before incorporation.

If you're still unsure how a holding differs from an operating company, understanding the key differences between a holding BV and an operating BV makes it much easier to decide which structure fits your long-term plans.

How Simultaneous Incorporation Actually Works

Many founders assume that incorporating a holding and an operating company means arranging two completely separate notary appointments.

In reality, that is rarely the case.

In most situations, both companies are incorporated during the same notarial appointment, often within one notarial deed, following a carefully planned sequence that establishes the ownership structure correctly from day one.

The process works like this.

First, the notary incorporates the holding BV.

The DGA becomes the sole shareholder and director of that company.

Since the abolition of the minimum capital requirement in 2012, the holding can be incorporated with a nominal share capital of as little as €0.01.

Immediately afterwards, the notary incorporates the operating BV (werkmaatschappij).

However, unlike many founders expect, the shares of the operating company are not issued directly to the DGA.

Instead, the newly incorporated holding immediately becomes the 100% shareholder of the operating company.

The ownership structure therefore exists from the very first moment the company is created.

The DGA never owns the operating company directly.

Once both companies have been incorporated:

Both entities are registered simultaneously with the KvK.
Each company receives its own KvK number.
Each company receives its own RSIN number.
Each company receives its own VAT identification number.
The mandatory UBO registration is completed for both entities.
The DGA appears as the Ultimate Beneficial Owner through the 100% ownership chain.

Although the legal structure may seem complex, the practical process is remarkably efficient.

For most founders, incorporating both companies together requires little more effort than incorporating a single BV, while avoiding the significant restructuring costs that often arise later.

If you're unfamiliar with the registration process, our guide on getting your KvK number explains what happens after the notary has completed the incorporation.

The Complete Cost Picture: What You Actually Pay

When founders compare the cost of setting up a holding structure, they usually focus on just one figure:

The notary fee.

In reality, that is only part of the picture.

The true first-year cost includes registration fees, additional accounting work, separate bank accounts and legal documentation that many incorporation guides never mention.

The comparison below gives a much more realistic overview.

Cost item	Single BV	Holding + operating BV	Notes
Notary fee (online provider)	€650 to €850	€1,000 to €1,400	Indicative prices from providers such as MijnBV, Ligo and Firm24
Notary fee (traditional notary)	€1,000 to €1,500	€1,500 to €2,500	Tailor-made articles of association and legal advice
KvK registration	€85.15	€170.30 (2 × €85.15)	Mandatory per legal entity
UBO registration	Usually included	Usually included	Mandatory for both companies
Business bank accounts	1 account	2 separate accounts	Each BV requires its own business bank account
Management agreement	Usually not required	€300 to €600	Prepared by a lawyer or accountant
Annual accountant costs	Standard annual accounts	€800 to €1,500 extra per year	Additional annual accounts and VPB return for the holding

Looking only at incorporation costs can therefore be misleading.

For many founders, the one-time additional cost of setting up a holding structure alongside the operating company is only around €300 to €600 when using an online notary, or €500 to €1,000 through a traditional notary.

The ongoing cost is usually more significant.

Maintaining two BV's instead of one generally increases annual accounting costs by approximately €800 to €1,500.

However, for businesses expecting healthy profits, those additional costs are often recovered surprisingly quickly.

Suppose your operating company generates €20,000 to €30,000 of profit that you want to retain inside the business rather than distribute privately.

Because dividends paid from the operating company to the holding qualify for the deelnemingsvrijstelling, that money can move to the holding without triggering VPB.

Only when the money is eventually distributed to the DGA personally does Box 2 tax become payable.

For many profitable businesses, this tax deferral alone is worth approximately €4,900 to €7,350 in the first year, meaning the additional cost of the holding structure effectively pays for itself.

If you're comparing the overall tax impact of different legal structures, understanding how much tax you pay provides useful context alongside the incorporation costs.

The Timeline: From Decision to Operational Structure

Many founders assume that incorporation ends once the notary signs the deed.

In reality, incorporation is only one step in a broader process.

Your company only becomes fully operational once the KvK registration, tax registrations and bank accounts have all been completed.

The overall timeline depends largely on two factors:

Whether you choose an online or traditional notary.
How quickly you provide the required documentation.

A typical incorporation process looks like this.

Day	What happens	Who acts
Day 0	Decide on the holding structure and choose a notary	Founder
Day 1–2	Submit ID, proposed company names, business activities, director details and share structure	Founder
Day 1–3	Identity verification and WWFT client screening	Notary
Day 3–5	Draft incorporation deeds for both BV's and review by founder	Notary and founder
Day 5–7	Digital signing (online notary) or in-person signing (traditional notary)	Founder and notary
Day 7–10	KvK registration completed; KvK numbers issued; BTW-id and tax number follow	Notary and KvK
Day 10–20	Applications submitted for both business bank accounts	Founder
Day 14–30	UBO registration confirmed and VPB registration completed	Notary and founder

For most entrepreneurs, the biggest delay is not the notary.

It is the bank.

Dutch banks carry out their own WWFT compliance checks before opening a business account.

Because a holding structure contains two separate legal entities, both BV's require their own business current account, meaning two separate onboarding procedures.

Depending on the bank, this process typically takes two to four weeks, although some founders experience a total timeline of four to six weeks before both companies are fully operational.

Online incorporation providers generally complete the legal incorporation within seven to ten working days, while traditional notaries can take anywhere from three to eight weeks, especially during busy periods.

If you're preparing to incorporate your very first company, our guide on starting a company in the Netherlands explains the broader process beyond the notary appointment.

The Management Fee Structure: How the DGA Gets Paid Through the Holding

Once your holding structure is in place, money no longer flows directly from the operating company to the DGA.

Instead, most Dutch holding structures use a management fee arrangement, a practical detail that many incorporation guides overlook.

Rather than employing the DGA directly, the operating BV pays a monthly management fee to the holding under a management agreement (managementovereenkomst).

The holding then pays the DGA's salary from that management fee.

The structure typically looks like this:

DGA → Holding BV → Operating BV

The operating company pays the holding for management services.

The holding invoices the operating company for those services.

From that income, the holding pays:

The DGA's salary.
Payroll taxes.
Pension contributions (if applicable).
Other management-related expenses.

This arrangement creates a clear separation between the operational risks of the business and the personal employment relationship of the founder.

It also provides a cleaner administrative structure if multiple operating companies are added beneath the holding in the future.

The Belastingdienst does, however, impose conditions.

The management fee should reflect market value, meaning it must be comparable to what an independent management company would charge for similar services.

Charging an unrealistically low fee may create tax risks.

Charging an excessively high fee could artificially reduce the operating company's taxable profit.

In practice, many management agreements are based around the minimum DGA salary requirement of €58,000 gross per year (2026), plus an additional amount to cover overhead costs incurred by the holding.

Because this agreement affects payroll, VPB, bookkeeping and intercompany transactions, it should be drafted by a lawyer or accountant and reviewed periodically as the business grows.

If you're deciding how much salary and dividend to pay yourself, our guide on DGA salary vs dividend explains how those choices fit within a holding structure.

When a Holding Is Worth It, And When It Is Not

A holding structure offers significant advantages, but it is not automatically the right choice for every entrepreneur.

The additional legal entities increase administrative work and annual accounting costs.

Whether those extra costs are worthwhile depends largely on your long-term plans.

A holding structure usually adds the most value when:

You expect to generate more profit than you need personally each year.
You want to build wealth inside the company rather than distribute all profits immediately.
Your business carries meaningful commercial risks and asset protection is important.
You expect to sell your business in the future.
You plan to operate multiple businesses under one ownership structure.

In these situations, a holding provides both tax flexibility and legal protection.

On the other hand, a holding structure may add relatively little value if:

You expect to withdraw almost all profits annually as salary or dividends.
Your business has limited liability risks and owns few valuable assets.
Annual profits consistently remain below approximately €50,000 to €70,000.
Administrative simplicity is more important than long-term tax planning.

One of the strongest tax advantages of a holding is the deelnemingsvrijstelling.

Provided the holding owns at least 5% of the shares in the operating company, dividends paid from the operating BV to the holding are fully exempt from VPB.

The same exemption generally applies when the holding sells shares in the operating company.

This allows profits to accumulate inside the holding without immediate personal taxation.

Only when those profits are eventually distributed to the DGA does Box 2 tax become payable.

For entrepreneurs planning to reinvest profits over many years, this creates a tax-efficient environment for long-term wealth accumulation that simply does not exist within a single BV.

If you're still deciding whether a BV is the right legal structure in the first place, comparing a BV or sole trader can help determine whether a holding structure makes sense for your situation.

Is a Holding Structure the Right Choice for You?

For many entrepreneurs, the decision to set up a holding is one they only think about after their business has already become successful.

By then, restructuring is often far more expensive than getting it right from the start.

Setting up a holding alongside your operating BV typically adds only a few hundred euros to the incorporation costs, while adding one later can result in thousands of euros in legal fees and, in some cases, substantial Box 2 taxation.

At Neno, we help founders build the right structure from day one. From incorporating your BV to ongoing bookkeeping and payroll, we make sure your legal, tax and financial setup supports your business as it grows.

If you're unsure whether a holding structure fits your plans, book a demo and speak with one of our specialists before your notary appointment. Making the right decision today can save significant time, money and complexity in the future.

Frequently Asked Questions

Can I incorporate a holding and operating company at the same time?

Yes. In most cases, both BV's are incorporated during the same notary appointment, often within a single notarial process. The holding is incorporated first, after which it immediately becomes the shareholder of the operating company.

How much does it cost to set up a holding structure in the Netherlands?

Using an online incorporation provider, a complete holding structure typically costs between €1,000 and €1,400 in notary fees, excluding KvK registration and ongoing accounting costs. Traditional notaries generally charge between €1,500 and €2,500.

How long does the incorporation process take?

The legal incorporation usually takes 7 to 10 working days with an online provider. Including business bank account applications, most founders should expect a total timeline of 4 to 6 weeks before both companies are fully operational.

What is a management fee, and do I need one?

A management fee is the payment made by the operating BV to the holding for management services provided by the DGA. While not legally mandatory in every situation, it is the structure most commonly used in Dutch holding arrangements and should be documented through a management agreement.

Can I add a holding to my existing BV later?

Yes, but it is usually more expensive. Adding a holding later often requires a new notarial deed, a share transfer, a company valuation and, depending on the value of the existing BV, may trigger Box 2 tax.

What is the deelnemingsvrijstelling and why does it matter?

The deelnemingsvrijstelling exempts dividends and qualifying capital gains received by a holding from VPB, provided the holding owns at least 5% of the operating company. This allows profits to accumulate within the holding without immediate corporate taxation.

Do I need two bank accounts for a holding structure?

Yes. Because the holding and the operating company are separate legal entities, each BV requires its own business bank account.

What is the minimum DGA salary in 2026?

For most DGA's, the minimum gebruikelijk loon in 2026 is €58,000 gross per year, although exceptions may apply depending on the circumstances and the company's financial position.