Most structuring memoranda open with treaty access, substance or the participation exemption, and treat the legal form of the Dutch entity as an administrative detail settled between the notary’s office and the first board meeting. That is the wrong order. The form decides who may hold an interest and how it moves, whether distributions are mechanically possible at all, who exercises the votes, and how a lender or an onboarding team will read the group. Every principal Dutch form is created by notarial deed and registered with the KVK, the commercial register, so the mechanics look identical from the outside. What differs is the set of outcomes still available afterwards. Choosing well costs a conversation; choosing badly costs a restructuring.
The BV as the working default
The besloten vennootschap is the entity almost every international group ends up using, usually for good reasons rather than inertia. Its shares are registered rather than freely tradable, transfers pass through a Dutch notarial deed, and the articles can accommodate different classes: votes without full economic entitlement, economic entitlement with limited votes, classes with their own profit reserve. That flexibility lets a single BV hold a founder branch, a passive family branch and a co-investor without three separate holding layers.
Fiscally the BV is unremarkable, which is the point. It is subject to Dutch corporate income tax at 25.8 per cent in the top bracket, with a reduced rate on the first tranche of profit, and qualifying subsidiary dividends and disposal gains fall under the participation exemption, which is mandatory rather than elective and symmetric: where gains are exempt, losses on the same participation are not deductible. The main exception is the liquidation loss, which arises after the subsidiary is dissolved and is capped at five million euro unless further conditions are met. We set out the qualifying conditions, including the motive, subject to tax and asset tests, in our note on the Dutch participation exemption. One feature is routinely overlooked at design stage: a resolution to distribute has no effect until the board approves it, and approval must be refused if, and only if, the board knows or should reasonably foresee that the company cannot keep paying its debts as they fall due.
When the NV earns its place
The naamloze vennootschap is the form for open capital. Where its shares or receipts for them are admitted to trading on a regulated market, a multilateral trading facility or a comparable system, or are on good grounds expected to be shortly, transfer needs only a deed and the company’s written acknowledgment rather than a notarial one. A minimum capital of 45,000 euro applies, and the governance rules are more prescriptive, with less scope to tailor the articles than a BV allows.
Nothing about the NV improves the tax position. Corporate income tax names NVs and BVs together, and so does dividend withholding, so the position is identical to a BV’s. The NV is a company law and capital markets decision, not a fiscal one, and adopting it for prestige imports governance rigidity in exchange for nothing. Groups expecting a listing, or a regulated activity that presupposes the form, should start with an NV rather than convert later. Everyone else should not.
The cooperatie in investment structures
The cooperatie has members rather than shareholders. It is an association incorporated by notarial deed, and admission and withdrawal are governed by the articles and effected by resolution, without a notarial deed for each movement. The membership interest can be defined with considerable freedom as to capital contribution, profit entitlement and voting weight. That is why the form recurs in fund and club deal structures, where investors are admitted in tranches and a rigid share register would be a burden. In the U.A. variant liability of members or former members for a deficit is excluded, provided the letters close the name, the standard choice for investment use.
Its withholding treatment is the other reason it appears. Dividend withholding reaches cooperatives only where they are holding cooperatives, those whose activity in the preceding year usually consisted mainly of holding participations or of financing connected bodies or persons, directly or indirectly, and it brings qualifying membership interests in those within scope. The starting point for dividends remains 15 per cent, reduced by treaty or removed by the domestic exemption, which is not confined to the Union: it reaches EU and EEA recipients and equally those in treaty states whose treaty covers dividends, in each case only where the interest would attract the participation exemption or the participation credit, and subject to carve-outs that include an anti-abuse test. The conditional withholding tax on interest and royalties paid to recipients in low taxed or listed jurisdictions, or attributed to a permanent establishment there, or caught by the abuse and hybrid cases beside them, has been in force since 2021 and is form neutral, its withholding agents running from NVs and BVs through cooperatives to foundations; the dividend limb added in 2024 is not. A pure conduit will also find the ruling practice closed to it, since advance certainty is refused where saving Dutch or foreign tax is the sole or decisive motive.
The stichting, and the STAK as a control instrument
The stichting is an entity without owners. It has no members and no shareholders, its board is appointed and removed as the articles provide, commonly by co-option. It is bound to the purpose in its deed, which may not provide for distributions to its founders or organ members at all, and for distributions to others only if idealistic or social. It is either exactly what a group needs or useless to it: to hold assets that must never be personally attributable, or to sit above a group whose independence has to be protected, it does work no company can do. As a way of holding a trading business for the benefit of a family, it does not.
The stichting administratiekantoor is the variant that matters most in practice. The STAK holds the shares and issues depositary receipts to the beneficiaries: economic entitlement passes to the receipt holders, the votes stay with the STAK board, because only shareholders have voting rights. That separates the person who is paid from the person who decides, which is the recurring problem in succession, where one branch runs the business and another merely owns part of it, and in employee participation schemes. Certification does not by itself move the fiscal liability, which follows whoever is entitled to the proceeds, directly or through receipts. It does change who is reported as exercising control in the UBO register kept within the commercial register, an obligation that survived the restriction of general public access following the Court of Justice judgment of 22 November 2022.
The legal form never produces the tax result on its own. It decides which results are still available once the deed has been signed.
Four questions that settle the form
The choice is rarely close once four questions are answered honestly. Who provides the capital, and is that group fixed, admitted in waves, or genuinely open? A fixed group points to a BV, rolling admissions to a cooperatie, an open register to an NV. Who must control, and is control meant to track economic entitlement or to diverge from it? Divergence points to certification through a STAK, or at the limit to a stichting above the group. Must value be distributed at all, and to whom? And how will the structure be read by a bank, a counterparty or an auditor who did not design it?
How the form reads to a bank
This last question is treated as soft and is not. Onboarding and credit teams work from the ownership chain, and a chain of BVs with a single class of shares is read quickly. A cooperatie with a membership register, or a structure whose registered shareholder is a foundation while the beneficiaries hold paper issued by it, generates questions; none are unanswerable, but all consume time at the wrong moment in a transaction. Security is the other consideration: a pledge over BV shares is routine, whereas collateral over a membership interest, or over certified shares where the votes sit with a foundation board, requires drafting that lenders will scrutinize.
A worked example
Consider a family owned industrial group with three operating subsidiaries in different European countries and a fourth business under acquisition. The founder generation is splitting into an active branch and a passive one, and a co-investor is contributing cash without wanting board involvement. The workable answer is a BV as the Dutch holding company, with the subsidiaries beneath it so that dividends and any future disposal fall within the participation exemption if the conditions are met. The family shares are certified through a STAK, so the passive branch receives depositary receipts and the active branch controls the foundation board. The co-investor takes a separate class of BV shares directly, with its economic entitlement and consent rights in the articles and the shareholders’ agreement rather than in a side letter. If the same platform is later used to admit institutional investors in successive closings, that is the point to revisit the cooperatie, and only with genuine activity in the Netherlands. The wider design considerations are set out in our practical guide to Dutch holding structures.
Two operational consequences follow at once. A holding company whose sole purpose is to acquire holdings, without involving itself directly or indirectly in their management beyond its rights as a shareholder, is not a taxable person for VAT and does not recover input VAT on its acquisition costs; one that supplies management services to its subsidiaries for consideration is carrying on a business, and a VAT group may follow, on a decision of the inspector, where the financial, economic and organisational links are present. Those charges must satisfy article 8b, which imposes the arm’s length principle and a documentation duty with no threshold at all, with Master File and Local File obligations from 50 million euro of consolidated revenue.
What the form does not fix
No choice of vehicle answers the substance question, and none displaces the earnings stripping limitation, which caps deduction of net interest at the higher of 24.5 per cent of corrected profit or one million euro; the percentage has moved from 30 to 20 to 24.5, the floor has not. Country by country reporting applies from 750 million euro of consolidated revenue in the preceding year, and the Pillar Two minimum of 15 per cent uses the same figure but a different test, biting where the group reached it in at least two of the four preceding years, whether the Dutch entity is a BV, an NV or a cooperatie. DAC6 reporting on cross border arrangements bearing the relevant hallmarks is likewise form neutral, falling on the intermediary and, where there is none or privilege relieves it, on the taxpayer. Dissolving a BV normally takes a shareholders’ resolution and a liquidation phase in which the directors become liquidators by operation of law unless the articles or the court name others, then distribution of the balance and removal from the register. Turboliquidatie is available only where there are no assets, and until 15 November 2027 it carries reinforced accountability obligations. A structure that cannot be unwound cleanly was not finished when it was built.
Montclare structures and operates Dutch and cross-border holding platforms for international groups. Our services are set out on our services page.
This article is informational and does not constitute tax advice. Each engagement is subject to scope and applicable regulation.