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Launch Your Netherlands Holding Company

EU Credibility, Treaty Power, and Tax Efficiency

Set up a Netherlands holding company with Orbit. We coordinate notarial incorporation, substance setup, and annual tax and governance compliance — delivering a globally respected EU platform with world-class treaty access and the powerful Dutch participation exemption.

Set optimal prices and enhance your profit margin

Quick facts

Feature Value Why it matters
Best for EU-centric holding company, private equity platforms, multinational groups Premier EU credibility
Setup speed ~5–10 business days (notary deed) Predictable process
Minimum share capital ~EUR 0.01 (B.V.) Very low capital
Local director needed Not by law (but substance is expected) Needed for treaty benefits
Company secretary No Lower admin
Registered office Yes Needed for filings & substance
Corporate income tax 19% to ~EUR 200k; 25.8% above Headline rates
Capital gains tax on shares Exempt under participation exemption Efficient exits
Withholding tax on dividends (outbound) 15% (often reduced/exempt via treaties/EU rules) Plan to minimize leakage
Participation exemption Dividends & capital gains (if tests met) Core HoldCo benefit
VAT 21% standard Register if taxable
Audit Threshold-based Adds cost if medium/large
Treaty network ~100+ treaties Strong global relief
Banking ease Strong EU banking hub

Key Considerations

  • Participation exemption is central: Dividends and capital gains from qualifying subsidiaries are fully exempt from corporate tax if ownership ≥5% and conditions are met.
  • To benefit, companies need sufficient local substance (board presence, office, director, decision-making in the Netherlands).
  • Dividends WHT (15%) can be reduced or eliminated under EU directives or tax treaties, subject to anti-abuse tests.
  • Tax residency certificate (TRC) issued when management and control are demonstrably in the Netherlands.
  • Audit required for medium/large companies; small entities can file abbreviated accounts.
  • Notarial incorporation required for B.V. (Besloten Vennootschap) via a Dutch civil law notary.

Cost snapshot (USD)

Cost item One-time setup Annual ongoing
Incorporation (notary + filings) 1,200 – 2,500
Local director (non-exec) 2,000 – 4,000
Registered office 3,000 – 8,000
Accounting & bookkeeping 1,000 – 2,000
Corporate income tax filing (via tax agent) 1,000 – 2,000
Audit (only if required) 2,000 – 5,000
Estimated total 1000 – 2000 4,000 – 8,000 / year

Pricing varies by size, substance, and reporting scope.

Why Netherlands works for holding companies

The Netherlands is a top-tier EU jurisdiction known for reliability, investor confidence, and exceptional treaty access. It offers:

Participation exemption on dividends and capital gains from qualifying subsidiaries.

Extensive double tax treaty network (~100+ treaties) reducing WHT worldwide.

Stable EU legal system and robust financial services ecosystem.

Commonly accepted jurisdiction for institutional investors, MNEs, and fund structures.

EU Directive coverage (Parent–Subsidiary, Interest & Royalties).

Tax Regime for Holding Companies

  • Corporate income tax: 19% up to ~EUR 200,000; 25.8% above.
  • Participation exemption: Exempts dividends and capital gains from qualifying subsidiaries (≥5% ownership, non-portfolio, and subject-to-tax test).
  • Withholding tax on dividends: 15% statutory, reduced/exempt under treaties or EU directives with sufficient substance.
  • Capital gains tax: None on qualifying share disposals.
  • Interest/royalty WHT: Targeted anti-abuse rules may apply in low-tax or artificial arrangements.
  • Tax residency certificate: Granted when mind-and-management are demonstrably in the Netherlands.

Substance & Governance Requirements

To ensure eligibility for participation exemption and treaty access:

Appoint at least one Netherlands-based director with genuine decision-making authority.

Hold board meetings in the Netherlands; record and store minutes locally.

Maintain a registered Dutch office and day-to-day administration.

Retain adequate equity and risk proportionate to the company’s activity.

Keep Dutch bank account and operational footprint where possible.

Orbit delivers a complete substance package: registered office, resident director(s), meeting documentation, and annual governance support.

What you get with Orbit

Pre-incorporation planning

Structure design, participation exemption validation, treaty mapping.

Incorporation

Notary coordination, registration, and Chamber of Commerce filings.

Substance & governance

Local director, board meetings, minutes, and ongoing oversight.

Accounting & compliance

Bookkeeping, management accounts, and annual CIT filings.

Residency & treaty filings

Tax residency certificate (TRC) and treaty documentation support.

Audit coordination

For medium/large entities with mandatory reporting.

How the process works

Orbit coordinates notary work through a local partner, secures a registered office, arranges director and board support for substance, and sets up bookkeeping and compliance.

1

Kickoff & KYC (Day 0)

Collect documentation and confirm structure and shareholding.

2

Notarial incorporation (5–10 days)

Prepare and execute deed with a civil law notary.

3

Registration

Complete Chamber of Commerce filings; obtain company number and VAT

4

Substance setup

Assign local director, establish office, and activate governance framework.

5

Go-live

Banking, tax registration, and treaty/trading readiness.

6

Annual compliance

Accounts filing, CIT return, board meetings, and renewal.

What we need from you

KYC documents for shareholders and directors.

Ownership chart and intended holding structure.

Business purpose and funding flow overview.

Substance requirements (director, office, or full-service package).

Who this is ideal for

Private equity and investment platforms seeking EU base for acquisitions.

Multinational groups consolidating EU and global holdings.

SPVs for corporate or fund structures needing strong treaty coverage.

Groups planning tax-efficient exits under participation exemption.

Quick Answers 

Not legally, but essential for tax and treaty benefits.
No — as little as EUR 0.01 for a B.V.
Generally exempt under participation exemption.
15%, often reduced or 0% via EU/treaty relief.
Only if company exceeds size thresholds.
Only if you make taxable supplies.

Tell us about your structure goals, and Orbit will craft a tailored proposal.

Our end-to-end Netherlands solution—from notary setup to governance and compliance—ensures you capture the jurisdiction’s full tax and credibility advantages.

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